Common use of Standard of Care Clause in Contracts

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action taken or omitted in good faith in reliance upon proper instructions, (ii) any action taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, (iii) any delay or failure to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.

Standard of Care. (a) Repo Custodian shall be obligated to exercise use reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each the Funds and/or Seller only for direct damages resulting from the negligence or willful misconduct of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's its officers, employees and or agents. The parties hereby agree that Repo CustodianCustodian shall not be liable for consequential, at its optionspecial or indirect damages, may insure itself against loss from any cause but shall be under no obligation even if Repo Custodians has been advised as to obtain insurance directly for the benefit of the Fundspossibility thereof. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action taken or omitted in good faith in reliance upon proper instructions, (ii) any action taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, (iii) any delay or failure to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.

Standard of Care. (a) Repo Custodian The duties of Ultimus shall be obligated confined to exercise reasonable care those expressly set forth herein, and diligence no implied duties are assumed by or may be asserted against Ultimus hereunder. Ultimus shall use its best efforts in carrying out the provisions performance of its duties hereunder and act in good faith in performing the services provided for under this Agreement and the Master Agreement and Agreement. Ultimus shall be liable to each of the Funds and Seller for any expenses damages arising directly or damages indirectly out of Ultimus’ failure to perform its duties under this Agreement to the Funds extent such damages arise directly or Seller for breach indirectly out of Repo Custodian's standard Ultimus’ willful misfeasance, bad faith, gross negligence in the performance of care its duties, or reckless disregard of its obligations and duties hereunder. (As used in this AgreementSection 7, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence ofterm “Ultimus” shall include directors, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for other agents of Ultimus as well as Ultimus itself.) Without limiting the benefit generality of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligenceforegoing or any other provision of this Agreement, misfeasance or misconduct, Repo Custodian (i) Ultimus shall not be liable for losses beyond its reasonable control, provided that Ultimus has acted in accordance with the standard of care set forth above; and (ii) Ultimus shall not be liable for the validity or invalidity or authority or lack thereof of any instruction, notice or other instrument that Ultimus reasonably believes to Seller be genuine and to have been signed or presented by a duly authorized representative of the Funds Trust or any Fund (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Trust for (i) certain purposes). Ultimus may apply to the Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, or its own counsel and with accountants and other experts with respect to any matter arising in connection with Ultimus' duties hereunder, and Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in reliance upon proper instructionsaccordance with such instruction or with the reasonable opinion of such counsel, (ii) any action taken or omitted in good faith upon any notice, request, certificate accountants or other instrument reasonably believed by it experts qualified to be genuine and to be signed by the proper party or parties, (iii) any delay or failure to act as may be required under this Agreement or under the Master Agreement when render such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.opinion.

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action taken or omitted in good faith in reliance upon proper instructions, (ii) any action taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, (iii) any delay or failure to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.B. (b) Repo Custodian shall not be liable to Seller or the Funds for, or considered to be the custodian of, any Eligible Securities or any money to be used in a repurchase transaction, whether or not such money is represented by any check, draft, or other instrument for the payment of money, until the Eligible Securities have been delivered in accordance with Paragraph 3 or until Repo Custodian actually receives and collects such money on behalf of Seller or the Funds directly or by the final crediting of the Seller Account or a Transaction Account through the Securities System, except that this Paragraph 10(b) shall not be deemed to limit the liability of Repo Custodian to Seller or the Funds if the non-delivery of such Eligible Securities or the failure to receive and collect such money results from the breach by Repo Custodian of its obligations under this Agreement or the Master Agreement. (c) Repo Custodian shall not be under any duty or obligation to ascertain whether any Securities at any time delivered to or held by it are such as properly may be held by the Participating Funds; provided that notwithstanding anything to the contrary herein, Repo Custodian shall be obligated to act in accordance with the guidelines and proper instructions of the Participating Funds, or the Custodian on behalf of the Participating Funds, with respect to the types of Eligible Securities and the issuers of such Eligible Securities that may be used in specific repurchase transactions. (d) Repo Custodian promptly shall notify the Fund Agent and the Custodian if Securities held by Repo Custodian are in default or if payment on any Securities has been refused after due demand and presentation and Repo Custodian shall take action to effect collection of any such amounts upon the proper instructions of the Participating Funds, or the Custodian on behalf of the Participating Funds, and assurances satisfactory to it that it will be reimbursed for its costs and expenses in connection with any such action. (e) Repo Custodian shall have no duties, other than such duties as are necessary to effectuate repurchase transactions in accordance with this Agreement and the Master Agreement within the standard of care set forth in Paragraph 10(a) above and in a commercially reasonable manner. 11.

Standard of Care. (a) Repo Custodian The duties of Ultimus shall be obligated confined to exercise reasonable care those expressly set forth herein, and diligence no implied duties are assumed by or may be asserted against Ultimus hereunder. Ultimus shall use its best efforts in carrying out the provisions performance of its duties hereunder and act in good faith in performing the services provided for under this Agreement and the Master Agreement and Agreement. Ultimus shall be liable to each of the Funds and Seller for any expenses damages arising directly or damages indirectly out of Ultimus’ failure to perform its duties under this Agreement to the Funds extent such damages arise directly or Seller for breach indirectly out of Repo Custodian's standard Ultimus’ willful misfeasance, bad faith, gross negligence in the performance of care its duties, or reckless disregard of its obligations and duties hereunder. (As used in this AgreementSection 7, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence ofterm “Ultimus” shall include directors, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for other agents of Ultimus as well as Ultimus itself.) Without limiting the benefit generality of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligenceforegoing or any other provision of this Agreement, misfeasance or misconduct, Repo Custodian (i) Ultimus shall not be liable for losses beyond its reasonable control, provided that Ultimus has acted in accordance with the standard of care set forth above; and (ii) Ultimus shall not be liable for the validity or invalidity or authority or lack thereof of any instruction, notice or other instrument that Ultimus reasonably believes to Seller be genuine and to have been signed or presented by a duly authorized representative of the Funds Trust or any Fund (other than an employee or other affiliated persons of Ultimus who may otherwise be named as an authorized representative of the Trust for (i) certain purposes). Ultimus may apply to the Trust at any time for instructions and may consult with counsel for the Trust or a Fund, counsel for the Trust’s independent Trustees, or its own counsel and with accountants and other experts with respect to any matter arising in connection with Ultimus’ duties hereunder, and Ultimus shall not be liable or accountable for any action taken or omitted by it in good faith in reliance upon proper instructionsaccordance with such instruction or with the reasonable opinion of such counsel, (ii) any action taken or omitted in good faith upon any notice, request, certificate accountants or other instrument reasonably believed by it experts qualified to be genuine and to be signed by the proper party or parties, (iii) any delay or failure to act as may be required under this Agreement or under the Master Agreement when render such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.opinion.

Standard of Care. (a) Repo Custodian shall be obligated to exercise use reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each the Funds and/or Seller only for direct damages resulting from the negligence or willful misconduct of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's its officers, employees and or agents. The parties hereby agree that Repo CustodianCustodian shall not be liable for consequential, at its optionspecial or indirect damages, may insure itself against loss from any cause but shall be under no obligation even if Repo Custodians has been advised as to obtain insurance directly for the benefit of the Fundspossibility thereof. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action taken or omitted in good faith in reliance upon proper instructions, (ii) any action taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, (iii) any delay or failure to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.B. (b) Repo Custodian shall not be liable to Seller or the Funds for, or considered to be the custodian of, any Eligible Securities or any money to be used in a repurchase transaction, whether or not such money is represented by any check, draft, or other instrument for the payment of money, until the Eligible Securities have been delivered in accordance with Paragraph 3 or until Repo Custodian actually receives and collects such money on behalf of Seller or the Funds directly or by the final crediting of the Seller Account or a Transaction Account through the Securities System, except that this Paragraph 10(b) shall not be deemed to limit the liability of Repo Custodian to Seller or the Funds if the non-delivery of such Eligible Securities or the failure to receive and collect such money results from the breach by Repo Custodian of its obligations under this Agreement or the Master Agreement. (c) Repo Custodian shall not be under any duty or obligation to ascertain whether any Securities at any time delivered to or held by it are such as properly may be held by the Participating Funds; provided that notwithstanding anything to the contrary herein, Repo Custodian shall be obligated to act in accordance with the guidelines and proper instructions of the Participating Funds, or the Custodian on behalf of the Participating Funds, with respect to the types of Eligible Securities and the issuers of such Eligible Securities that may be used in specific repurchase transactions. (d) Repo Custodian promptly shall notify the Fund Agent and the Custodian if Securities held by Repo Custodian are in default or if payment on any Securities has been refused after due demand and presentation and Repo Custodian shall take action to effect collection of any such amounts upon the proper instructions of the Participating Funds, or the Custodian on behalf of the Participating Funds, and assurances satisfactory to it that it will be reimbursed for its costs and expenses in connection with any such action. (e) Repo Custodian shall have no duties, other than such duties as are necessary to effectuate repurchase transactions in accordance with this Agreement and the Master Agreement within the standard of care set forth in Paragraph 10(a) above and in a commercially reasonable manner. 11.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian or hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, requestrequest consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution, strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian shall be obligated responsible for the performance of only such duties as are set forth herein or contained in Instructions given to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant that are not contrary to the provisions of this Agreement which is occasioned by Agreement. Custodian will use reasonable care and diligence with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencediligence, misfeasance or misconduct, Repo Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, reasonable fees and expenses of counsel) incurred by Custodian and arising out of action taken or omitted with reasonable care by Custodian hereunder or under any delay Instructions. Custodian shall be liable to Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under the Master Agreement when if Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by Custodian's own failure to exercise reasonable care; provided that in the title, validity or genuineness event of any security receivedsuch loss, delivered or held by Custodian shall take all reasonable steps to enforce such claims as it pursuant may have against the Securities System to this Agreement or protect the Master Agreement, (vi) the legality interests of the purchase or sale Customer. In the event of any Securities loss to Customer by or to the Participating Funds or Seller or the propriety reason of the amount for which the same are purchased failure of Custodian or sold (except a Subcustodian to utilize reasonable care, Custodian shall be liable to Customer to the extent of Repo CustodianCustomer's obligations hereunder actual damages at the time such loss was discovered (including, without limitation, reasonable fees and expenses of counsel) without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall Custodian be liable for any consequential or special damages. Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for Custodian or Customer) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to calculate the Market Value of Securities and any Cash Collateral)such advice, (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, provided that with respect to this Agreement the performance of any action or (viii) omission of any action upon such advice, the errors Custodian shall be required to conform to the standard of the Pricing Services, broker's brokers or broker dealers care set forth in Schedule B.this Section 16. In the event Customer subscribes to an electronic on-line service and communications system offered by Custodian, Customer shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify Custodian and hold Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by Custodian as a result of any improper or unauthorized use of such terminal by Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of Customer. Subject to the exercise of reasonable care, Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which Custodian has agreed to take action as provided in Section 3 hereof. Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. Custodian shall have no liability in respect of any loss, damage or expense suffered by Customer, insofar as such loss, damage or expense arises from the performance of Custodian's duties hereunder by reason of Custodian's reliance upon records that were maintained for Customer by entities other than Custodian prior to Custodian's employment under this Agreement. If Custodian does not exercise reasonable care, Custodian shall indemnify Customer for any losses, damages, costs and expenses (including, without limitation, the fees and expenses of counsel) incurred by Customer and arising out of action taken or omitted without reasonable care by Custodian hereunder or under any Instructions.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not the contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may if the Custodian committed such act itself, PROVIDED THAT if Customer by Instructions selects any U.S. Subcustodian or a non-U.S. Subcustodian which, at the time of selection is no part of the Custodian's existing global custody network, the Custodian shall be required under this Agreement or under the Master Agreement when such delay or failure is due only liable for its own negligence. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care Schroder, in performing under the terms and diligence in carrying out the provisions conditions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided shall use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status under this Paragraph. Repo Custodian assumes responsibility agreement or for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action actions taken or omitted in good faith in reliance upon proper instructionsfaith. As an inducement to Schroder's undertaking to render these services, (ii) the Trust hereby agrees to indemnify and hold harmless Schroder, its employees, agents, officers and directors, from any action and all loss, liability and expense, including any legal expenses, arising out of Schroder's performance under this Agreement, or status, or any act or omission of Schroder, its employees, agents, officers and directors; provided that this indemnification shall not apply to Schroder's actions taken or omitted failures to act in good faith upon cases of Schroder's own bad faith, willful misconduct or gross negligence in the performance of its duties under this Agreement; and further provided, that Schroder shall give the Trust notice and reasonable opportunity to defend against any noticesuch loss, requestclaim, certificate damage, liability or other instrument reasonably believed by it expense in the name of the Trust or Schroder, or both. The Trust will be entitled to be genuine assume the defense of any suit brought to enforce any such claim or demand, and to be signed retain counsel of good standing chosen by the proper party Trust and approved by Schroder, which approval shall not be withheld unreasonably. In the event the Trust does elect to assume the defense of any such Suit and retain counsel of good standing approved by Schroder, the defendant or partiesdefendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, (iii) or in case Schroder does not approve of counsel chosen by the Trust or Schroder has been advised that it may have available defenses or claims which are not available or conflict with those available to the Trust, the Trust will reimburse Schroder, its employees, agents, officers and directors for the fees and expenses of any delay one law firm retained as counsel by Schroder or failure them. Schroder may, at any time, waive its right to act as may be required indemnification under this Agreement or under agreement and assume its own defense. The provisions of paragraphs (b) through (d) of this Section 4 should not in any way limit the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.foregoing:

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care Schroder, in performing under the terms and diligence in carrying out the provisions conditions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided shall use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status under this Paragraph. Repo Custodian assumes responsibility agreement or for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action actions taken or omitted in good faith in reliance upon proper instructionsfaith. As an inducement to Schroder's undertaking to render these services, (ii) the Trust hereby agrees to indemnify and hold harmless Schroder, its employees, agents, officers and directors, from any action and all loss, liability and expense, including any legal expenses, arising out of Schroder's performance under this Agreement, or status, or any act or omission of Schroder, its employees, agents, officers and directors; provided that this indemnification shall not apply to Schroder's actions taken or omitted failures to act in good faith upon cases of Schroder's own bad faith, willful misconduct or gross negligence in the performance of its duties under this Agreement; and further provided, that Schroder shall give the Trust notice and reasonable opportunity to defend against any noticesuch loss, requestclaim, certificate damage, liability or other instrument reasonably believed by it expense in the name of the Trust or Schroder, or both. The Trust will be entitled to be genuine assume the defense of any suit brought to enforce any such claim or demand, and to be signed retain counsel of good standing chosen by the proper party Trust and approved by Schroder, which approval shall not be withheld unreasonably. In the event the Trust does elect to assume the defense of any such suit and retain counsel of good standing approved by Schroder, the defendant or partiesdefendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, (iii) or in case Schroder does not approve of counsel chosen by the Trust or Schroder has been advised that it may have available defenses or claims which are not available or conflict with those available to the Trust, the Trust will reimburse Schroder, its employees, agents, officers and directors for the fees and expenses of any delay one law firm retained as counsel by Schroder or failure them. Schroder may, at any time, waive its right to act as may be required indemnification under this Agreement or under agreement and assume its own defense. The provisions of paragraphs (b) through (d) of this Section 4 should not in any way limit the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.foregoing:

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. Where, under applicable law, regulation, or practice (in order to facilitate the settlement of transactions related thereto), or where the Customer otherwise elects, Securities are held in a Securities System in a particular market, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. Where the Custodian otherwise elects to employ a Securities System for holding Securities in a particular market, the Custodian shall be required under this Agreement or under liable to the Master Agreement when such delay or failure is due to Customer for any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale omission of any Securities by or System to the Participating Funds or Seller or same extent as if the propriety Custodian committed such act itself. In the event of any loss to the Customer by reason of the amount for which failure of the same are purchased Custodian or sold (except a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account, including funds involved in third- party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. Where, under applicable law, regulation, or practice (in order to facilitate the settlement of transactions related thereto), or where the Customer otherwise elects, Securities are held in a Securities System in a particular market, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. Where the Custodian otherwise elects to employ a Securities System for holding Securities in a particular market, the Custodian shall be required under this Agreement or under liable to the Master Agreement when such delay or failure is due to Customer for any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale omission of any Securities by or System to the Participating Funds or Seller or same extent as if the propriety Custodian committed such act itself. In the event of any loss to the Customer by reason of the amount for which failure of the same are purchased Custodian or sold (except a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated held to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement Agreement; provided, however, that the Custodian is not responsible or liable for, and the Master Agreement Fund will promptly indemnify and shall hold the Custodian harmless from and against, any and all direct costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities that are incurred by the Custodian or for which the Custodian is held to be liable to each liable, arising out of the Funds and Seller for any expenses or damages attributable to the Funds or Seller for breach of Repo Custodian's standard of care in ’s entrance into this Agreement, as further provided a result of the Custodian following any Proper Instructions, or as a result of any other action or inaction of the Custodian in the performance of its duties under this Paragraph. Repo Custodian assumes responsibility for loss Agreement; and provided, further, that such indemnity and hold harmless obligation shall not apply to any property held by it costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of the Custodian’s negligence, bad faith or willful misconduct. Custodian 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 the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Fundssuch advice. So long as and to the extent that Repo the Custodian exercises reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds for (i) any action taken or omitted this Agreement and shall be held harmless in good faith in reliance upon proper instructions, (ii) any action taken or omitted in good faith 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 herein to the contrary (iii) any delay or failure but subject to act the provisions of the second paragraph of this Section 15.1 and the provisions of Section 15.2 below), and except with respect to Foreign Sub-Custodians in certain countries set forth on a separate written schedule (collectively, the “Non-Standard Countries”), incorporated herein by reference, as such schedule may be required under this Agreement amended by mutual consent of the parties from time to time, Custodian shall be liable to the Fund for any loss which shall occur as the result of the failure of the Custodian or under a Foreign Sub-Custodian to exercise reasonable care and diligence with respect to the Master Agreement when safekeeping of the Fund’s assets to the same extent that the Custodian would be liable to the Fund if the Custodian were holding such delay assets in New York; provided, however, that regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or failure is due to a Foreign Securities System, the Custodian shall not be liable for any act loss, damage, cost, expense, liability or claim resulting from or caused by nationalization, expropriation, currency restrictions, acts of God or war, (iv) revolution, riots or terrorism where the Foreign Sub-Custodian has otherwise acted with reasonable care; and provided, further, that Custodian shall not be responsible for the insolvency of a Foreign Sub-Custodian which is not an affiliate or subsidiary of Custodian unless such appointment was made negligently or in bad faith. As to the Foreign Sub-Custodians employed in the Non-Standard Countries listed on such separate written schedule from time to time, the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any such Foreign Sub-Custodian so employed than such Foreign Sub-Custodian has to the Custodian; provided, however, that the contract or agreement under which State Street employs such Foreign Sub-Custodian satisfies the standard set forth in Section 3.2.3.(b) of this Agreement. If Custodian reasonably and in good faith determines that any country should be deleted from or added to such separate written schedule due to a Securities Systemchange in circumstances, (v) Custodian shall give the titleFund written notice thereof, validity or genuineness of any security receivedand such separate written schedule shall be deemed to be amended, delivered or held by it pursuant without having to amend this Agreement or the Master Agreement, (vi) the legality upon mutual consent of the purchase parties and the Fund agrees that such consent shall not be unreasonably withheld or sale of any Securities by or to delayed. At the Participating Funds or Seller or the propriety request of the amount for which Fund, provided that each such request is reasonable and made in good faith, Custodian agrees to reasonably and in good faith re-evaluate the same are purchased or sold (except to prevailing circumstances in the extent of Repo Custodian's obligations hereunder countries then listed on such separate written schedule to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.such country should be removed from such schedule.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. Where, under applicable law, regulation, or practice (in order to facilitate the settlement of transactions related thereto), or where the Customer otherwise elects, Securities are held in a Securities System in a particular market, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. Where the Custodian otherwise elects to employ a Securities System for holding Securities in a particular market, the Custodian shall be required under this Agreement or under liable to the Master Agreement when such delay or failure is due to Customer for any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale omission of any Securities by or System to the Participating Funds or Seller or same extent as if the propriety Custodian committed such act itself. In the event of any loss to the Customer by reason of the amount for which failure of the same are purchased Custodian or sold (except a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo In performing the services hereunder, the Custodian shall act without negligence, willful misconduct, willful misfeasance, fraud, bad faith, reckless disregard of its duties and obligations under this Agreement and with the reasonable care, prudence, diligence, and skill that may be reasonably expected of a leading provider of custody services in carrying out all of its duties and obligations under this Agreement. The Custodian shall be obligated to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement kept indemnified by and shall be liable to each of the Funds and Seller for any expenses or damages without liability to the Funds or Seller Fund for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action taken or omitted by it in good faith without negligence; provided that, the Custodian shall not be indemnified against any liability (or any expenses incident to such liability) arising out of the Custodian’s failure to exercise its standard of care set out in reliance upon proper instructionsthis Section 16.1. Except as may arise from the Custodian’s failure to exercise its standard of care, the Custodian shall be without liability to the Fund for any loss 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, work stoppages, natural disasters, or other similar events or acts; (ii) any action taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed errors by the proper party Fund or parties, its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to act as may be required under this Agreement deliver to the Custodian’s sub-custodian or under agent securities purchased or in the Master Agreement when remittance or payment made in connection with securities sold; (iv) 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 is to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (v) delays or inability to perform its duties due to any act of God disorder in market infrastructure with respect to any particular security or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, ; and (vi) the legality any provision of any present or future law or regulation or order of the purchase United States of America, or sale any state thereof, or any foreign country, or political subdivision thereof or of any Securities by or court of competent jurisdiction. The Custodian shall be without liability to the Participating Funds Fund or Seller any Portfolio for any loss or the propriety expense resulting from or caused by anything that is part of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.Country Risk.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. Where, under applicable law, regulation, or practice (in order to facilitate the settlement of transactions related thereto), or where the Customer otherwise elects, Securities are held in a Securities System in a particular market, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. Where the Custodian otherwise elects to employ a Securities System to hold Securities in a particular market, the Custodian shall be required under this Agreement or under liable to the Master Agreement when such delay or failure is due to Customer for any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale omission of any Securities by or System to the Participating Funds or Seller or same extent as if the propriety Custodian committed such act itself. In the event of any loss to the Customer by reason of the amount for which failure of the same are purchased Custodian or sold (except a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees safekeeping of Property in each Account and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the reasonable fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the reasonable fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees safekeeping of Property in each Account and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the FundsAgreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted in good faith by the Custodian hereunder or under any delay or Instructions. The Custodian shall be liable to the Customer for any loss which shall occur directly as the result of the failure of any Subcustodian to exercise reasonable care with respect to the safekeeping of such Securities. With respect to Securities Systems, the Custodian shall only be liable for losses arising from the employment of such Securities System caused by the Bank's own failure to act as may be required under this Agreement or under exercise reasonable care. In the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of failure of the purchase Custodian or sale of any Securities by or Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's obligations hereunder connecting terminal, assess thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to determine defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect to Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by its subcustodian of any payment, receipt or other transaction regarding Securities in an Account respect of which the Custodian has agreed to take action as provided in Section 2 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateralde jure or de facto), (vii) including, without limitation, nationalization, expropriation, and the due authority imposition of any person listed on Schedule C currency restrictions; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to act on behalf of Custodian, Seller or settle transactions for reasons beyond the Funds, as the case may be, with respect to this Agreement or (viii) the errors control of the Pricing ServicesCustodian; hurricane, broker's brokers cyclone, earthquake, volcanic eruption, nuclear fusion, fission, radioactivity or broker dealers set forth in Schedule B.other acts of God. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. Without limiting the generality of the foregoing, the Custodian shall not have any duty to make inquiry as to the genuineness of any Instructions furnished by any person authorized as provided above and shall be fully protected in relying on any Instructions furnished by any person signing as, holding or failure identifying himself or herself as, or stating that he or she is, a person who has been so authorized The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as may if the Custodian committed such act itself, provided notwithstanding the foregoing, the Custodian shall not be required under this Agreement or under the Master Agreement when such delay or failure is liable for any losses due to any act of God or war, (iv) the actions or omissions insolvency of a Subcustodian as long as it has exercised reasonable care in the selection of such Subcustodian.. With respect to a U.S. Securities System, (vthe Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. With respect to the placement and maintenance of Customer's Foreign Assets with a non-U.S. Securities System, the Custodian shall only be responsible or liable for losses caused by its failure to comply with Section 10(c) of this Agreement. With respect to the titleplacement and maintenance of Customer's Foreign Assets with a non-U.S. Subcustodian, validity the Custodian shall only be responsible or genuineness liable for losses caused by its failure to comply with Section 5(b) of this Agreement. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale a Subcustodian to utilize reasonable care (or any other standard of any Securities by or care provided for in this Agreement), the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer utilizes an electronic or other similar system to communicate with Custodian for any purpose, including, without limitation, the furnishing of Instructions, the Customer shall be fully responsible for the security of the connecting terminal utilized by Customer, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal. Should the Customer authorize, in accordance with the terms hereof, any agent to communicate with Custodian and such agent utilizes any such system to so communicate, the Customer shall be responsible for the use of such system and shall defend, indemnify and hold harmless Custodian for such use to the same extent as if such system were being used by the Customer to communicate with the Custodian. In the event Customer or any agent authorized pursuant to the terms hereof, accesses Account information via a Website, Customer confirms that it is aware that communications over the internet cannot be guaranteed to be secure and that there is a risk that information displayed via the internet or contained within any communication made over the internet, including potentially confidential information, may be intercepted, lost, destroyed or delayed in display or transmission. Customer specifically agrees that the Custodian shall have no liability whether in contract, tort or otherwise for any direct, indirect or consequential loss or damage which may be suffered by Customer or any agent in connection with access made to Account information via a Website. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss, liability, claim or expense resulting from, or caused by, anything which is a part of Country Risk (as described in Section 5 hereof) or acts of governmental authorities (whether de jure or de facto), including in each case, without limitation, (i) nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; (ii) market conditions that prevent the orderly execution of securities transactions or affect the value of Property or the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; (iii) acts of war, terrorism, insurrection or revolution; strikes or work stoppages; or (iv) hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian The Subadviser shall be obligated to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement its best judgment and shall be liable to each of act in good faith in rendering the Funds services listed in paragraphs 2 and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph3 above. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian The Subadviser shall not be liable to Seller or the Funds for (i) any action taken breach by the Manager of any representation or omitted in good faith in reliance upon proper instructionswarranty or material provision of this Agreement, (ii) the Manager’s or the Fund’s violation of any action applicable law or regulation, unless such violation was the result of actions taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed not taken by the proper party Subadviser or partiesinformation provided by the Subadviser, (iii) any delay actual or failure alleged material misstatement or omission in the Prospectus, the Statement, proxy statements or other communications to act as may current or prospective investors, unless the misstatement or omission relates to the Subadviser or services to be required under this Agreement or under provided by the Master Agreement when such delay or failure Subadviser, including the investment strategies and policies to be followed by the Subadviser, and is due to any act of God or warbased on information furnished by the Subadviser, (iv) the actions offer and sale of shares of common stock of the Fund, including without limitation actual or omissions alleged noncompliance with customer suitability, customer identification or anti-money laundering laws or regulations, except that the foregoing shall not apply to liability arising from statements made or documents delivered by the Subadviser in its provision of a Securities System, assistance to the Fund or the Fund’s distributors in their efforts to sell shares of the Fund or (v) any error of judgment or mistake of law or any loss suffered by the title, validity Fund or genuineness of any security received, delivered or held by it pursuant the Manager in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Master AgreementSubadviser against any liability to the Manager, (vi) the legality of the purchase or sale of any Securities by Trust or to the Participating Funds or Seller or the propriety shareholders of the amount for Fund to which the same are purchased Subadviser would otherwise be subject by reason of willful misfeasance, bad faith or sold (except to gross negligence on its part in the extent performance of Repo Custodian's its duties or by reason of the Subadviser’s reckless disregard of its obligations hereunder to determine whether and duties under this Agreement. The U.S. securities are Eligible Securities and to calculate the Market Value of Securities and laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any Cash Collateral), (vii) the due authority way constitute a waiver or limitation of any person listed on Schedule C to act on behalf of Custodian, Seller or rights that the Funds, as the case Fund may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.have under any U.S. securities laws.

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care and diligence in carrying out the provisions Neither Fleet nor any of this Agreement and the Master Agreement and its officers, directors, employees, agents or affiliates shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action taken or omitted not taken by it under, or in good faith connection with, this Agreement, except for gross negligence or willful misconduct by Fleet as determined by a final and non-appealable judgment of a court of competent jurisdiction. IN NO EVENT SHALL FLEET BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS AND LOST BUSINESS OPPORTUNITIES) EVEN IF IT IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION IN WHICH ANY SUCH DAMAGES MAY BE CLAIMED. SO LONG AS FLEET SHALL HAVE ACTED (OR REFRAINED FROM ACTING) IN GOOD FAITH, IT SHALL NOT BE LIABLE FOR ANY ERROR OF JUDGMENT IN ANY ACTION TAKEN, SUFFERED OR OMITTED BY, OR FOR ANY MISTAKE OF FACT OR LAW, UNLESS SUCH ACTION IS FOUND TO CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY A FINAL AND NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION. Fleet will not incur any liability hereunder by acting or not acting in reliance upon proper instructions, (ii) any action taken or omitted in good faith upon any notice, requestconsent, certificate certificate, statement or other instrument reasonably or writing believed by it to be genuine and to be signed or sent by the proper party or parties. Fleet shall not incur liability hereunder for any notice, (iii) consent, certificate, wire instruction, telecopy, or other writing which is delayed, canceled or changed without the actual knowledge of Fleet. Fleet shall not incur any delay or failure to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions liability for acts or omissions of a Securities System, (v) any domestic or foreign depository or book-entry system for the central handling of financial assets or any domestic or foreign custodian or subcustodian. Fleet shall not be responsible for the title, value, validity or genuineness of any security received, delivered or held by it pursuant Collateral subject to this Agreement Agreement. Fleet shall have no liability to the Pledgor or the Master Agreement, (vi) the legality any other person or entity for remitting any portion of the purchase or sale Collateral in the Collateral Account to Ableco after the delivery by Fleet of any Securities a Termination Notice even if contrary instructions have been delivered to Fleet by or the Pledgor and Fleet shall have no duty to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine investigate whether securities are Eligible Securities and to calculate the Market Value of Securities and what extent any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.Ableco Obligations shall then be outstanding.

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care Schroder, in performing under the terms and diligence in carrying out the provisions conditions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided shall use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status under this Paragraph. Repo Custodian assumes responsibility agreement or for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action actions taken or omitted in good faith in reliance upon proper instructionsfaith. As an inducement to Xxxxxxxx' s undertaking to render these services, (ii) the Trust hereby agrees to indemnifies and hold harmless Schroder, its employees, agents, officers and directors, from any action and all loss, liability and expense, including any legal expenses, arising out of Schroder's performance under this Agreement, or status, or any act or omission of Schroder, its employees, agents, officers and directors; provided that this indemnification shall not apply to Schroder's actions taken or omitted failures to act in good faith upon cases of Schroder's own bad faith, willful misconduct or gross negligence in the performance of its duties under this Agreement, and further provided, that Schroder shall give the Trust notice and reasonable opportunity to defend against any noticesuch loss, requestclaim, certificate damage, liability or other instrument reasonably believed by it expense in the name of the Trust or Schroder, or both. The Trust will be entitled to be genuine assume the defense of any suit brought to enforce any such claim or demand, and to be signed retain counsel of good standing chosen by the proper party Trust and approved by Schroder, which approval shall not be withheld unreasonably. In the event the Trust does elect to assume the defense of any such suit and retain counsel of good standing approved by Schroder, the defendant or partiesdefendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, (iii) or in case Schroder does not approve of counsel chosen by the Trust or Schroder has been advised that it may have available defenses or claims which are not available or conflict with those available to the Trust, the Trust will reimburse Schroder, its employees, agents, officers and directors for the fees and expenses of any delay one law firm retained as counsel by Schroder or failure them. Schroder may, at any time, waive its right to act as may be required indemnification under this Agreement or under agreement and assume its own defense. The provisions of paragraphs (b) through (d) of this Section 4 should not in any way limit the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.foregoing:

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the reasonable fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. The Customer's actual damages shall include attorneys" fees incurred by the Customer in connection with recouping losses as a result of the Custodian's obligations hereunder failure to determine whether securities are Eligible Securities exercise reasonable care. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.such advice.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care (i.e., act without negligence or willful misconduct) with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency transactions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, quake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian to the Custodian's employment. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian shall be obligated responsible for the performance of only such duties as are set forth herein or contained in Instructions given to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant that are not contrary to the provisions of this Agreement which is occasioned by Agreement. Custodian will use reasonable care and diligence with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencediligence, misfeasance or misconduct, Repo Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions unless Custodian acted with willful malfeasance or with bad faith, or was negligent, with respect to such action or omission (iii"Standard of Care"). Custodian shall be indemnified by Customer for any losses, damages, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by Custodian and arising out of action taken or omitted by Custodian hereunder or under any delay Instructions, unless Custodian acted with willful malfeasance or failure with bad faith, or was negligent, with respect to such action or omission. Custodian shall be liable to Customer for any act or omission to act of any Subcustodian to the same extent as may be required under this Agreement if Custodian committed such act or under the Master Agreement when such delay or failure is due omission itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by Custodian's own failure to exercise reasonable care in selecting such Securities System; provided that in the title, validity or genuineness event of any security receivedsuch loss, delivered or held Custodian shall take all reasonable steps to enforce such claims as it may have against the Securities System to protect the interests of Customer. In the event of any loss to Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase breach by Custodian or sale any Subcustodian of any Securities by or Custodian's Standard of Care, Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo CustodianCustomer's obligations hereunder actual damages at the time such loss was discovered (including, without limitation, reasonable fees and expenses of counsel) without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall Custodian be liable for any consequential or special damages. Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for Custodian or Customer) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to calculate the Market Value of Securities and any Cash Collateral)such advice, (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, PROVIDED that with respect to the performance of any action or omission of any action upon such advice, the Custodian shall be required to conform to the provisions of this Agreement or (viii) Agreement, including the errors Standard of the Pricing Services, broker's brokers or broker dealers Care set forth in Schedule B.this Section 16. In the event Customer subscribes to an electronic on-line service and communications system offered by Custodian, Customer shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify Custodian and hold Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by Custodian as a result of any improper or unauthorized use of such terminal by Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of Customer, provided, Custodian has acted in accordance with the Standard of Care set forth in this Section 16. Unless Custodian or any Subcustodian breaches the Custodian's standard of care, Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which Custodian has agreed to take action as provided in Section 3 hereof. Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether DE JURE or DE FACTO), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the reasonable control of Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. Custodian shall have no liability in respect of any loss, damage or expense suffered by Customer, insofar as such loss, damage or expense arises from the performance of Custodian's duties hereunder by reason of Custodian's reliance upon records that were maintained for Customer by entities other than Custodian prior to Custodian's employment under this Agreement.

Standard of Care. (a) Repo Custodian The Bank shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant Bank that are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Bank will use reasonable care with respect to the negligence ofsafekeeping of Securities in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo Custodian the Bank shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Fund and the Custodian for any losses, damages, costs and expenses (iiiincluding the fees and expenses of counsel) incurred by the Bank and arising out of action taken or omitted with reasonable care by the Bank hereunder or under any delay Instructions. The Bank shall be liable to the Fund or failure the Custodian for any act or omission to act of any Subcustodian to the same extent as may be required under this Agreement or under the Master Agreement when if it committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Bank shall only be responsible or genuineness liable for losses arising from the employment of such Securities System caused by the Bank's own failure to exercise reasonable care. In the event of any security received, delivered or held by it pursuant loss to this Agreement the Fund or the Master Agreement, (vi) the legality Custodian by reason of the purchase failure of the Bank or sale of any Securities by or its Subcustodian to utilize reasonable care, the Bank shall be liable to the Participating Funds or Seller Fund or the propriety of the amount for which the same are purchased or sold (except Custodian to the extent of Repo the Fund's or Custodian's obligations hereunder actual damages at the time such loss was discovered without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall the Bank be liable for any consequential or special damages. The Bank shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Fund or the Custodian) on all matters and shall be without liability for any action reasonable taken or omitted pursuant to calculate such advice. In the Market Value event the Fund or the Custodian subscribes to an electronic on-line service and communications system offered by the Bank, the Fund and the Custodian shall be fully responsible for the security of each such party's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Bank and hold the Bank harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Bank as a result of any improper or unauthorized use of such terminal by the Fund, the Custodian or by any others. All collections of funds or other property paid or distributed in respect of Securities and in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Fund. Subject to the exercise of reasonable care, the Bank shall have no liability for any Cash Collateralloss occasioned by delay in the actual receipt of notice by the Bank or by its Subcustodian of any payment, redemption or other transaction regarding Securities in an Account in respect of which the Bank has agreed to take action as provided in Section 2 hereof. The Bank shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether DE JURE or DE FACTO), (vii) including, without limitation, nationalization, expropriation, and the due authority imposition of any person listed on Schedule C currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to act on behalf the banking or securities industry; market conditions that prevent the orderly execution of Custodiansecurities transactions or affect the value of Property; acts of war, Seller terrorism, insurrection or revolution; strikes or work stoppages; the Funds, as inability of a local clearing and settlement system to settle transactions for reasons beyond the case may be, with respect to this Agreement or (viii) the errors control of the Pricing ServicesBank; hurricane, broker's brokers cyclone, earthquake, volcanic eruption, nuclear fusion, fission, radioactivity or broker dealers set forth in Schedule B.other acts of God. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. in no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of the funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts or governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the baking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees safekeeping of Securities in the Account and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) any delay incurred by the Custodian and arising out of action taken or failure to act as may be required under this Agreement omitted with reasonable care by the Custodian hereunder or under the Master Agreement when such delay or failure is due any Instructions. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or its Sub-custodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo Custodianthe Customer's obligations hereunder actual damages at the time such loss was discovered without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to calculate such advice. In the Market Value event the Customer subscribes to the Electric On-Line System, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards and the Customer agrees to defend, indemnify and hold the Custodian harmless from and against any and all liabilities, losses, damages, costs, including attorneys' fees and every other expense of every nature incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by others on the Customer's premises. All collections of funds or other property paid or distributed in respect of Securities and in the Account shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any Cash Collateral), (vii) loss occasioned by delay in the due authority actual receipt of notice by the Custodian or by its Sub-custodian of any person listed on Schedule C to act on behalf of Custodianpayment, Seller redemption or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.other transaction

Standard of Care. (a) Repo The Custodian shall be obligated responsible for theperformance of only such duties as are set forth herein or containedin Instructions given to exercise reasonable care and diligence the Custodian which are not the contrary tothe provisions of this Agreement. The Custodian will use reasonablecare with respect to the safekeeping of Property in each Account and,except as otherwise expressly provided herein, in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in itsobligations under this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises thatit has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not beresponsible for the title, validity or genuineness of any Property orother property or evidence of title thereto received by it ordelivered by it pursuant to this Agreement and shall be liable to Seller or the Funds for (i) any action taken or omitted in good faith in reliance upon proper instructionsheld harmlessin acting upon, (ii) any action taken or omitted in good faith upon and may conclusively rely on, without liability forany loss resulting therefrom, any notice, request, consent,certificate or other instrument reasonably believed by it to be genuine begenuine and to be signed or furnished by the proper party or parties,including, without limitation, Instructions, and shall be indemnified by the applicable Portfolio of the Trust for any losses, damages, costsand expenses (iiiincluding, without limitation, the fees and expenses ofcounsel) incurred by the Custodian and arising out of action taken oromitted with reasonable care by the Custodian hereunder or under anyInstructions. The Custodian shall be liable to the applicable Portfolioof the Trust for any delay act or failure omission to act of any Subcustodian to thesame extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due to any act of God or war, (iv) the actions or omissions of itself. With respectto a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liablefor losses arising from employment of any security received, delivered or held such Securities System caused by it pursuant theCustodian's own failure to this Agreement or exercise reasonable care. In the Master Agreement, (vi) the legality event of anyloss to a Portfolio of the purchase or sale Trust by reason of any Securities by or the failure of the Custodianor a Subcustodian to utilize reasonable care, the Custodian shall beliable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except applicable Portfolio to the extent of Repo Custodianthe Portfolio's obligations hereunder actualdamages at the time such loss was discovered without reference to determine whether securities are Eligible Securities anyspecial conditions or circumstances. In no event shall the Custodian beliable for any consequential or special damages. The Custodian shall beentitled to rely, and may act, on advice of counsel (who may be counselfor the Trust) on all matters and shall be without liability for anyaction reasonably taken or omitted pursuant to calculate such advice. In the Market Value of Securities and any Cash Collateral)event the Trust, (vii) the due authority of any person listed on Schedule C to act on behalf of Custodianthe Portfolios, Seller or subscribes to anelectronic on-line service and communications system offered by theCustodian, the FundsTrust shall be fully responsible for the security ofthe Trust's connecting terminal, as access thereto and the case may be, proper andauthorized use thereof and the initiation and application ofcontinuing effective safeguards with respect thereto and the Trust, onbehalf of each Portfolio, agrees to defend and indemnify the Custodianand hold the Custodian harmless from and against any and all losses,damages, costs and expenses (including the fees and expenses ofcounsel) incurred by the Custodian as a result of any improper orunauthorized use of such terminal by the Trust or by any others. All collections of funds or other property paid or distributed in respectof Securities in an Account, including funds involved in third-partyforeign exchange transactions, shall be made at the risk of the applicablePortfolio of the Trust. Subject to the exercise of reasonable care, the Custodian shall haveno liability for any loss occasioned by delay in the actual receipt ofnotice by the Custodian or by a Subcustodian of any payment,redemption or other transaction regarding Securities in each Accountin respect of which the Custodian has agreed to take action asprovided in Section 3 hereof. The Custodian shall not be liable forany loss resulting from, or caused by, or resulting from acts ofgovernmental authorities (whether de jure or de facto), including,without limitation, nationalization, expropriation, and the impositionof currency restrictions; devaluations of or fluctuations in the valueof currencies; changes in laws and regulations applicable to thebanking or securities industry; market conditions that prevent theorderly execution of securities transactions or affect the value ofProperty; acts of war, terrorism, insurrection or revolution; strikesor work stoppages; the inability of a local clearing and settlementsystem to settle transactions for reasons beyond the control of theCustodian; hurricane, cyclone, earthquake, volcanic eruption, nuclearfusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damageor expense suffered by the Trust or any Portfolio, insofar as suchloss, damage or expense arises from the performance of the Custodian'sduties hereunder by reason of the Custodian's reliance upon recordsthat were maintained for the Trust or any Portfolio by entities otherthan the Custodian prior to the Custodian's employment under thisAgreement. Except as otherwise provided in this Agreement, the Custodian agreesto indemnify and hold harmless each Portfolio against and from anyloss, damage and expense suffered or incurred by such Portfolio andarising from (i) the bad faith, reckless disregard of duties, willfulmisfeasance, or gross negligence of the Custodian or any Subcustodian;and (ii) any breach of this Agreement or (viii) by the errors Custodian. The provisions of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.this Section 13 shall survive termination of thisAgreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to safekeeping of Securities in the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees Account and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arisong out of action taken or omitted in good faith by Customer for any delay loss which shall occur directly as the result of the failure of a subcustodian (other than any subcustodian which is a securities depositary or failure to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act of God or war, (iv) clearing agency the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount ommissions for which the same are purchased Custodian's liability and responsibility is set forth in the last proviso of the first paragraph of Section 5) to exercise reasonable care with respect to the safekeeping of such Securities. In the event of any loss to the Customer by reason of the failure of the Custodian or sold (except its subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo Custodianthe Customer's obligations hereunder actual damages at the time such loss was discovered without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In on event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken of omitted purusant to calculate the Market Value such advice. All collections of funds or other property paid or distributed in respect of Securities and in the Account, including funds involved in third- party foreign exchange transactions, shall be made at the risk of the Customer. The Custodian shall have no liability for any Cash Collateralloss occassioned by delay in the actual receipt of notice by the Custodian or by its subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 2 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), (vii) including, without limitation, nationalization, expropriation, and the due authority imposition of any person listed on Schedule C currency restrictions; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to act on behalf of Custodian, Seller or settle transactions for reasons beyond the Funds, as the case may be, with respect to this Agreement or (viii) the errors control of the Pricing ServicesCustodian; hurricane, broker's brokers cyclone, earthquake, volcanic eruption, nuclear fusion, fission or broker dealers set forth in Schedule B.radioactivity, or other acts of God. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care Each Manager shall, in fulfilling its duties and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in obligations under this Agreement, act in a manner consistent with an appropriate standard of care, efficiency, quality and diligence typically exercised by first-class companies performing similar types of services for projects of a quality comparable to the CityCenter Project and consistent with the fiduciary relationship of trust and confidence between Owner and Manager, which evidences such Manager’s good faith and fair dealing and the application of its reasonable business judgment in the best interest of the Resort Hotel and Casino, the Hotel Assets and the Other Project Component, as further provided applicable. Furthermore, the Managers acknowledge that the General Manager is, as of the Effective Date, the Managing Member of Owner, and, as such, the Managers shall, in this Paragraphfulfilling their respective obligations hereunder (including, but not limited to, any decisions regarding whether or not the Resort Hotel and Casino will participate in specialized initiatives, including, but not limited to, Purchasing Programs), act at all times in a manner that is consistent with the fiduciary duty owed by the General Manager, as the Managing Member, to Owner and consistent with the fiduciary relationship of trust and good faith and confidence between Owner and each Manager. Repo Custodian assumes responsibility for loss The Managers acknowledge and affirm to Owner, and each of its Members, respectively, that the actions, duties and obligations contemplated herein to be performed and/or undertaken by the Managers are not in any property held way intended, nor will such actions, duties and obligations supplant any duty or obligation to be performed by it the MGM Member in its capacity as Managing Member pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit terms of the FundsJoint Venture Agreement. So long as and to the extent The General Manager acknowledges that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action all actions taken or omitted in good faith in reliance upon proper instructions, (ii) any action taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, (iii) any delay or failure to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, whether on its own behalf or through its Affiliates and subsidiaries (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateralincluding, without limitation, each Manager), (vii) are and shall be deemed actions taken by the due authority of any person listed on Schedule C to act MGM Member for and on behalf of CustodianOwner as if taken by the MGM Member as the Managing Member under the Joint Venture Agreement (and the MGM Member shall be responsible and liable for all such actions or omissions as if taken by the MGM Member itself); provided, Seller however, that any action or omission of a Manager made under this Agreement shall not constitute a breach of the Joint Venture Agreement by the MGM Member unless such action or omission, if made by the MGM Member, would constitute a breach under the Joint Venture Agreement. During the Term, neither the Resort Hotel and Casino Operator nor the General Manager shall manage or operate any business unrelated to the Resort Hotel and Casino or the Funds, as the case may be, with respect to this Agreement or (viii) the errors other Components of the Pricing ServicesCityCenter Project. Owner acknowledges, broker's brokers however, that Affiliates of MGM MIRAGE (excluding General Manager and Resort Hotel and Casino Operator and its subsidiaries) do and will engage in operations, ownership, or broker dealers set forth in Schedule B.other activities or businesses that compete with the operations and business of the Resort Hotel and Casino and/or the other Components of the CityCenter Project, and such actions and conduct are expressly permitted.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care responsible for compliance with the terms and diligence in carrying out the provisions of this Agreement ----------------- conditions and the Master Agreement and shall be liable to each performance of the Funds and Seller for any expenses only such duties as are set forth herein or damages contained in Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian shall have no implied duties or obligations (fiduciary or otherwise) hereunder. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. Other than as provided herein, neither the Custodian nor any of its directors, officers, agents or employees shall be liable for any action or omission to act hereunder except for its or their own negligence or lack of good faith or willful misconduct. In no event shall the Custodian or any of its directors, officers, agents or employees have any responsibility to ascertain or take action except as expressly provided herein. Without limiting the generality of the foregoing, the Custodian shall not have any duty to make inquiry as to the genuineness of any Instructions furnished by any person authorized as provided above and shall be fully protected in relying on any Instructions furnished by any person signing as, holding or identifying himself or herself as, or stating that he or she is, a person who has been so authorized the Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself, provided notwithstanding the foregoing, the Custodian shall not be liable for any losses due to the insolvency of a Subcustodian (excluding Custodian's affiliates, subsidiaries, divisions, etc.) as long as it has exercised reasonable care in the selection of such Subcustodian. With respect to a U.S. Securities System, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. With respect to the placement and maintenance of Customer's Foreign Assets with a non-U.S. Securities System, the Custodian shall only be required responsible or liable for losses caused by its failure to comply with Section 10 of this Agreement. With respect to the placement and maintenance of Customer's Foreign Assets with a non-U.S. Subcustodian, the Custodian shall only be responsible or liable for losses caused by its failure to comply with Section 5 of this Agreement. The Custodian's performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, clearance system or market where or through which transactions are to be carried out under this Agreement or under and to which the Master Agreement when such delay or failure Custodian is due to subject and as exist in the country in which any act of God or war, (iv) Collateral is held. In the actions or omissions of a Securities System, (v) the title, validity or genuineness event of any security received, delivered loss to the Customer by reason of the failure of the Custodian or held by it pursuant a Subcustodian to conform to the applicable standard of care set forth in this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall not be held liable for any action reasonably taken or omitted pursuant to such advice. In the event the Customer utilizes an electronic or other similar system to communicate with Custodian for any purpose, including, without limitation, the furnishing of Instructions, the Customer shall be fully responsible for the security of the connecting terminal utilized by Customer, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal. Should the Customer authorize, in accordance with the terms hereof, any agent to communicate with the Custodian and such agent utilizes any such system to so communicate, the Customer shall be responsible for the use of such system and shall defend, indemnify and hold harmless Custodian for such use to the same extent as if such system were being used by the Customer to communicate with the Custodian. In the event the Customer or any agent authorized pursuant to the terms hereof, accesses Account information via a Website, the Customer confirms that it is aware that communications over the internet cannot be guaranteed to be secure and that there is a risk that information displayed via the internet or contained within any communication made over the internet, including potentially confidential information, may be intercepted, lost, destroyed or delayed in display or transmission. Customer specifically agrees that the Custodian shall have no liability whether in contract, tort or otherwise for any direct, indirect or consequential loss or damage which may be suffered by Customer or any agent in connection with access made to Account information via a Website. Provided that the Custodian is not liable for damages in the performance of its duties and obligations hereunder, all collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the standard of care applicable to the Custodian, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss, liability, claim or expense resulting from, or caused by, anything which is a part of Country Risk (as described in Section 5 hereof) or acts of governmental authorities (whether de jure or de facto), including in each case, without limitation, (i) nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; (ii) market conditions that prevent the orderly execution of securities transactions or affect the value of Property or the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; (iii) acts of war, terrorism, insurrection or revolution; strikes or work stoppages; or (iv) hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder by reason of the Custodian's reliance upon records that were maintained for the Customer by entities other than the Custodian prior to determine whether securities are Eligible Securities the Custodian's employment under this Agreement. The Custodian may consult with counsel selected by the Custodian with regard to legal questions arising out of or in connection with this Agreement, and to calculate the Market Value advice or opinion of Securities such counsel shall be full and any Cash Collateral), (vii) the due authority complete authorization and protection in respect of any person listed on Schedule C to act on behalf action reasonably taken, omitted or suffered by Custodian in good faith and in accordance therewith; provided such action shall be in compliance with all the terms expressly provided herein. No provision of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement shall require the Custodian to expend or risk its own funds or otherwise incur financial liability (viiiother than expenses or liabilities otherwise required to be incurred by the express terms of this Agreement) in the errors performance of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds is not reasonably likely. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at except as otherwise expressly provided herein in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder by reason of the Custodian's reliance upon records that were maintained for the Customer by entities other than the Custodian prior to determine whether securities are Eligible Securities and the Custodian's employment under this Agreement. The Customer hereby agrees to calculate hold the Market Value of Securities Custodian harmless from any liability or loss resulting from any taxes or other governmental charges, and any Cash Collateral)expense related thereto, (vii) the due authority of any person listed on Schedule C to act on behalf of Custodianwhich may be imposed, Seller or the Funds, as the case may be, assessed with respect to any Property in the Account and also agrees to hold the Custodian, its Subcustodians, and their respective nominees harmless from any liability as a record holder of Property in the Account. The provisions of this Agreement or (viii) the errors Section shall survive termination of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.this Agreement.

Standard of Care. (a) Repo In performing the services hereunder, the Custodian shall act without negligence, willful misconduct, willful misfeasance, fraud, bad faith, reckless disregard of its duties and obligations under this Agreement and with the reasonable care, prudence, diligence, and skill that may be reasonably expected of a leading provider of custody services in carrying out all of its duties and obligations under this Agreement. The Custodian shall be obligated to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement kept indemnified by and shall be liable to each of the Funds and Seller for any expenses or damages without liability to the Funds or Seller Fund for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action taken or omitted by it in good faith without negligence; provided that, the Custodian shall not be indemnified against any liability (or any expenses incident to such liability) arising out of the Custodian’s failure to exercise its standard of care set out in reliance upon proper instructionsthis Section 16.1. Except as may arise from the Custodian’s failure to exercise its standard of care, the Custodian shall be without liability to the Fund for any loss 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, work stoppages, natural disasters, or other similar events or acts; (ii) any action taken or omitted in good faith upon any notice, request, certificate or other instrument reasonably believed by it to be genuine and to be signed errors by the proper party Fund or parties, its duly authorized investment manager or Sponsor in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to act as may be required under this Agreement deliver to the Custodian’s sub-custodian or under agent securities purchased or in the Master Agreement when remittance or payment made in connection with securities sold; (iv) 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 is to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (v) delays or inability to perform its duties due to any act of God disorder in market infrastructure with respect to any particular security or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, ; and (vi) the legality any provision of any present or future law or regulation or order of the purchase United States of America, or sale any state thereof, or any foreign country, or political subdivision thereof or of any Securities by or court of competent jurisdiction. The Custodian shall be without liability to the Participating Funds Fund for any loss or Seller expense resulting from or the propriety caused by anything that is part of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.Country Risk.

Standard of Care. (a) Repo Custodian shall be obligated responsible for the performance of only such duties as are set forth herein or contained in Instructions given to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant that are not contrary to the provisions of this Agreement which is occasioned by Agreement. Custodian will use reasonable care and diligence with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencediligence, misfeasance or misconduct, Repo Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions unless Custodian acted with willful malfeasance or with bad faith, or was negligent, with respect to such action or omission (iii"Standard of Care"). Custodian shall be indemnified by Customer for any losses, damages, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by Custodian and arising out of action taken or omitted by Custodian hereunder or under any delay Instructions, unless Custodian acted with willful malfeasance or failure with bad faith, or was negligent, with respect to such action or omission. Custodian shall be liable to Customer for any act or omission to act of any Subcustodian to the same extent as may be required under this Agreement if Custodian committed such act or under the Master Agreement when such delay or failure is due omission itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by Custodian's own failure to exercise reasonable care in selecting such Securities System; provided that in the title, validity or genuineness event of any security receivedsuch loss, delivered or held Custodian shall take all reasonable steps to enforce such claims as it may have against the Securities System to protect the interests of Customer. In the event of any loss to Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase breach by Custodian or sale any Subcustodian of any Securities by or Custodian's Standard of Care, Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo CustodianCustomer's obligations hereunder actual damages at the time such loss was discovered (including, without limitation, reasonable fees and expenses of counsel) without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall Custodian be liable for any consequential or special damages. Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for Custodian or Customer) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to calculate the Market Value of Securities and any Cash Collateral)such advice, (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, provided that with respect to the performance of any action or omission of any action upon such advice, the Custodian shall be required to conform to the provisions of this Agreement or (viii) Agreement, including the errors Standard of the Pricing Services, broker's brokers or broker dealers Care set forth in Schedule B.this Section 16. In the event Customer subscribes to an electronic on-line service and communications system offered by Custodian, Customer shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify Custodian and hold Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by Custodian as a result of any improper or unauthorized use of such terminal by Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of Customer, provided, Custodian has acted in accordance with the Standard of Care set forth in this Section 16. Unless Custodian or any Subcustodian breaches the Custodian's standard of care, Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which Custodian has agreed to take action as provided in Section 3 hereof. Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether DE JURE or DE FACTO), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the reasonable control of Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. Custodian shall have no liability in respect of any loss, damage or expense suffered by Customer, insofar as such loss, damage or expense arises from the performance of Custodian's duties hereunder by reason of Custodian's reliance upon records that were maintained for Customer by entities other than Custodian prior to Custodian's employment under this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. Where, under applicable law, regulation, or practice (in order to facilitate the settlement of transactions related thereto), or where the Customer otherwise elects, Securities are held in a Securities System in a particular market, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. Where the Custodian otherwise elects to employ a Securities System for holding Securities in a particular market, the Custodian shall be required under this Agreement or under liable to the Master Agreement when such delay or failure is due to Customer for any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale omission of any Securities by or System to the Participating Funds or Seller or same extent as if the propriety Custodian committed such act itself. In the event of any loss to the Customer by reason of the amount for which failure of the same are purchased Custodian or sold (except a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third- party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian shall be obligated responsible for the performance of only such duties as are set forth herein or contained in Instructions given to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant that are not contrary to the provisions of this Agreement which is occasioned by Agreement. Custodian will use reasonable care and diligence with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencediligence, misfeasance or misconduct, Repo Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, reasonable fees and expenses of counsel) incurred by Custodian and arising out of action taken or omitted with reasonable care by Custodian hereunder or under any delay Instructions. Custodian shall be liable to Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under the Master Agreement when if Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by Custodian 's own failure to exercise reasonable care; provided that in the title, validity or genuineness event of any security receivedsuch loss, delivered or held by Custodian shall take all reasonable steps to enforce such claims as it pursuant may have against the Securities System to this Agreement or protect the Master Agreement, (vi) the legality interests of the purchase or sale Customer. In the event of any Securities loss to Customer by or to the Participating Funds or Seller or the propriety reason of the amount for which the same are purchased failure of Custodian or sold (except a Subcustodian to utilize reasonable care, Custodian shall be liable to Customer to the extent of Repo CustodianCustomer's obligations hereunder actual damages at the time such loss was discovered (including, without limitation, reasonable fees and expenses of counsel) without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall Custodian be liable for any consequential or special damages. Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for Custodian or Customer) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to calculate the Market Value of Securities and any Cash Collateral)such advice, (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, provided that with respect to this Agreement the performance of any action or (viii) omission of any action upon such advice, the errors Custodian shall be required to conform to the standard of the Pricing Services, broker's brokers or broker dealers care set forth in Schedule B.this Section 16. In the event Customer subscribes to an electronic on-line service and communications system offered by Custodian, Customer shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify Custodian and hold Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by Custodian as a result of any improper or unauthorized use of such terminal by Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of Customer. Subject to the exercise of reasonable care, Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which Custodian has agreed to take action as provided in Section 3 hereof. Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. Custodian shall have no liability in respect of any loss, damage or expense suffered by Customer, insofar as such loss, damage or expense arises from the performance of Custodian's duties hereunder by reason of Custodian 's reliance upon records that were maintained for Customer by entities other than Custodian prior to Custodian's employment under this Agreement. If Custodian does not exercise reasonable care, Custodian shall indemnify Customer for any losses, damages, costs and expenses (including, without limitation, the fees and expenses of counsel) incurred by Customer and arising out of action taken or omitted without reasonable care by Custodian hereunder or under any Instructions.

Standard of Care. (a) Repo The Custodian shall be obligated held to the exercise of reasonable care and diligence in carrying out the provisions of this Agreement Agreement; provided, however, that the Custodian is not responsible or liable for, and the Master Agreement Fund will promptly indemnify and shall hold the Custodian harmless from and against, any and all direct costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities that are incurred by the Custodian or for which the Custodian is held to be liable to each liable, arising out of the Funds and Seller for any expenses or damages attributable to the Funds or Seller for breach of Repo Custodian's standard of care in ’s entrance into this Agreement, as further provided a result of the Custodian following any Proper Instructions, or as a result of any other action or inaction of the Custodian in the performance of its duties under this Paragraph. Repo Custodian assumes responsibility for loss Agreement; and provided, further, that such indemnity and hold harmless obligation shall not apply to any property held by it costs, expenses, losses, damages, charges, reasonable counsel fees, payments or liabilities to the extent arising out of the Custodian’s negligence, bad faith or willful misconduct. Custodian 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 the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Fundssuch advice. So long as and to the extent that Repo the Custodian exercises reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds for (i) any action taken or omitted this Agreement and shall be held harmless in good faith in reliance upon proper instructions, (ii) any action taken or omitted in good faith 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 herein to the contrary (iii) any delay or failure but subject to act the provisions of the second paragraph of this Section 15.1 and the provisions of Section 15.2 below), and except with respect to Foreign Sub-Custodians in certain countries set forth on a separate written schedule (collectively, the “Non-Standard Countries”), incorporated herein by reference, as such schedule may be required under this Agreement amended by mutual consent of the parties from time to time, Custodian shall be liable to the Fund for any loss which shall occur as the result of the failure of the Custodian or under a Foreign Sub-Custodian to exercise reasonable care and diligence with respect to the Master Agreement when safekeeping of the Fund’s assets to the same extent that the Custodian would be liable to the Fund if the Custodian were holding such delay assets in New York; provided, however, that regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or failure is due to a Foreign Securities System, the Custodian shall not be liable for any act loss, damage, cost, expense, liability or claim resulting from or caused by nationalization, expropriation, currency restrictions, acts of God or war, (iv) revolution, riots or terrorism where the Foreign Sub-Custodian has otherwise acted with reasonable care; and provided, further, that Custodian shall not be responsible for the insolvency of a Foreign Sub-Custodian which is not an affiliate or subsidiary of Custodian unless such appointment was made negligently or in bad faith. As to the Foreign Sub-Custodians employed in the Non-Standard Countries listed on such separate written schedule from time to time, the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any such Foreign Sub-Custodian so employed than such Foreign Sub-Custodian has to the Custodian; provided, however, that the contract or agreement under which State Street employs such Foreign Sub-Custodian satisfies the standard set forth in Section 3.2.3. (b) of this Agreement. If Custodian reasonably and in good faith determines that any country should be deleted from or added to such separate written schedule due to a Securities Systemchange in circumstances, (v) Custodian shall give the titleFund written notice thereof, validity or genuineness of any security receivedand such separate written schedule shall be deemed to be amended, delivered or held by it pursuant without having to amend this Agreement or the Master Agreement, (vi) the legality upon mutual consent of the purchase parties and the Fund agrees that such consent shall not be unreasonably withheld or sale of any Securities by or to delayed. At the Participating Funds or Seller or the propriety request of the amount for which Fund, provided that each such request is reasonable and made in good faith, Custodian agrees to reasonably and in good faith re-evaluate the same are purchased or sold (except to prevailing circumstances in the extent of Repo Custodian's obligations hereunder countries then listed on such separate written schedule to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.such country should be removed from such schedule.

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises it is in the exercise of reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo Custodian shall not be liable responsible for the title, validity or genuineness of any Property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds for (i) any action taken or omitted this Agreement and shall be held harmless in good faith in reliance upon proper instructions, (ii) any action taken or omitted in good faith 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, (iii) . Custodian shall be under no duty to take any delay action except as specifically set forth herein or failure to act as may be required specifically agreed to by Custodian in writing. Custodian shall use its best judgment and efforts in rendering the services described in this Agreement. Custodian shall not be liable to Customer for any action or inaction of Custodian relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of Custodian's duties or obligations under this Agreement or Custodian's reckless disregard of its duties and obligations under this Agreement. Customer agrees to indemnify and hold harmless Custodian, its employees, agents, directors, officers and managers and any person who controls the Master Custodian within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act") ("Custodian Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to Custodian's actions taken or failures to act under this Agreement when such delay that are consistent with the standard of care set forth in Section 15 of this Agreement, or failure is due Customer's instructions, provided those instructions are followed accurately, or any breach of Customer's representations set forth in Section 23 of this Agreement (a "Custodian Claim"). Customer shall not be required to indemnify any Bank Indemnitee if, prior to confessing any Custodian Claim against the Custodian Indemnitee, Custodian or the Custodian Indemnitee does not give Customer written notice of and reasonable opportunity to defend against the Custodian Claim in its own name or in the name of the Custodian Indemnitee. Custodian agrees to indemnify and hold harmless Customer, its employees, agents, directors, officers and managers and any person who controls Customer within the meaning of Section 15 of the 1933 Act or section 23 of the 1934 Act ("Customer Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to Custodian's actions taken or failures to act under this Agreement that are not consistent with the standard of God or war, (iv) the actions or omissions care set forth in Section 15 of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or any breach of Custodian's representations set forth in Section 23 of this Agreement (a "Customer Claim"). Custodian shall not be required to indemnify any Company Indemnitee if, prior to confessing any Customer Claim against the Master Customer Indemnitee, Customer or the Customer Indemnitee does not give Custodian written notice of and reasonable opportunity to defend against the Customer Claim in its own name or in the name of the Customer Indemnitee. If Customer requires Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of Custodian, result in Custodian or its nominee assigned to the Trust or a Fund being liable for the payment of money or incurring liability of some other form, Customer as a prerequisite to requiring Custodian to take such action, shall provide indemnity to Custodian in an amount and form satisfactory to it. If Customer requires Custodian to advance cash or securities for any purpose for the benefit of a Fund or in the event that 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, (vi) the legality except such as may arise from its or its nominees own negligent action, negligent failure to act or willful misconduct, Custodian promptly shall notify Customer of the purchase or sale existence of any Securities by or such advances, their amount and the Fund to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act advance applies. Customer shall on behalf of Custodianthe Fund repay Custodian on demand and in full such advances in the amounts as presented by Custodian as correct amounts, Seller or on the Funds, as the case may be, with respect to this Agreement or (viii) the errors first business day following Customer's receipt of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.notice of such demand.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafeguarding of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collection of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluation's of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian The Bank shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held Bank by it pursuant Authorized Persons which are not contrary to the provisions of this Agreement Agreement. The Bank will use reasonable care with respect to the safekeeping of Securities in the Custody Account. The Bank shall be liable to the Fund and the Company for any loss which shall occur as the result of a failure of a subcustodian or an eligible foreign securities depository engaged by such subcustodian to exercise reasonable care with respect to the safekeeping of such. Securities and other assets to the same extent that the Bank would be liable to the Fund or the Company if the Bank were holding such Securities and other assets in New York. In the event of any loss to the Fund or the Company by reason of the failure of the Bank or its subcustodian or an eligible foreign securities depository engaged by such subcustodian to utilize reasonable care, the Bank shall be liable to the Fund or the Company to the extent of the Fund's or the Company's damages, to be determined based on the market value of the property which is occasioned by the negligence of, subject of the loss at the date of discovery of such loss and without reference to any special conditions or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agentscircumstances. Repo Custodian, at its option, may insure itself against loss from any cause The Bank shall be held to the exercise of reasonable care in carrying out this Agreement but shall be under no obligation indemnified by, and shall be without liability to, the Fund or the Company for any action authorized by this Agreement taken or omitted by the Bank in good faith without negligence. The Bank shall be entitled to obtain insurance directly rely, and may act, on the prior, written advice of counsel (who may be counsel for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller Fund or the Funds Company) on all matters and shall be without liability for (i) any action reasonably taken or omitted in good faith pursuant to-such advice. The Bank need not maintain any insurance for the benefit of the Fund or the Company. The Bank shall provide to the Fund, on an annual basis, a report stating whether any events have occurred which would render the arrangements hereunder to cease to be in reliance upon proper instructions, (ii) compliance with the ruler; of the Securities and Exchange Commission governing such arrangements and describing any action taken or omitted in good faith upon any notice, request, certificate such event. All collections of funds or other instrument reasonably believed property paid or distributed in respect of Securities in the Custody Account shall be made at the risk of the Company and the Fund. The Bank shall have no liability for any loss occasioned by it to be genuine and to be signed delay in the actual receipt of notice by the proper party Bank or parties, (iii) any delay or failure to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act by its subcustodian of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.any

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. Where, under applicable law, regulation, or practice (in order to facilitate the settlement of transactions related thereto), or where the Customer otherwise elects, Securities are held in a Securities System in a particular market, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. Where the Custodian otherwise elects to employ a Securities System to hold Securities in a particular market, the Custodian shall be required under this Agreement or under liable to the Master Agreement when such delay or failure is due to Customer for any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale omission of any Securities by or System to the Participating Funds or Seller or same extent as if the propriety Custodian committed such act itself. In the event of any loss to the Customer by reason of the amount for which failure of the same are purchased Custodian or sold (except a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account, including funds involved in third- party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees safekeeping of Securities in the Account and agents. Repo Custodian, at carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the FundsAgreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) any delay incurred by the Custodian and arising out of action taken or failure to act as may be required under this Agreement omitted in good faith by the Custodian hereunder or under any Instructions. The Custodian shall be liable to the Master Agreement when such delay Customer for any loss which shall occur directly as the result of the failure of a subcustodian (other than any subcustodian which is a securities depository or failure is due to any act of God or war, (iv) clearing agency the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased Custodian's liability and responsibility is set forth in the last proviso of the first paragraph of Section 5) to exercise reasonable care with respect to the safekeeping of such Securities. In the event of any loss to the Customer by reason of the failure of the Custodian or sold (except its subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo Custodianthe Customer's obligations hereunder actual damages at the time such loss was discovered without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to calculate the Market Value such advice. All collections of funds or other property paid or distributed in respect of Securities and in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. The Custodian shall have no liability for any Cash Collateralloss accessioned by delay in the actual receipt of notice by the Custodian or by its subcustodian of any payment, reception or other transaction regarding Securities in the Accounting respect of which the Custodian has agreed to take action as provided in Section 2 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether DE JURE or DE FACTO), (vii) including, without limitation, nationalization, expropriation, and the due authority imposition of any person listed on Schedule C currency restrictions; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to act on behalf of Custodian, Seller or settle transactions for reasons beyond the Funds, as the case may be, with respect to this Agreement or (viii) the errors control of the Pricing ServicesCustodian; hurricane, broker's brokers cyclone, earthquake, volcanic eruption, nuclear fusion, fission, radioactivity or broker dealers set forth in Schedule B.other acts of God. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian shall be obligated to exercise reasonable care Schroder, in performing under the terms and diligence in carrying out the provisions conditions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided shall use its best judgment and efforts in rendering the services described herein, and shall incur no liability for its status under this Paragraph. Repo Custodian assumes responsibility agreement or for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises reasonable care and diligence and acts without negligence, misfeasance or misconduct, Repo Custodian shall not be liable to Seller or the Funds for (i) any action actions taken or omitted in good faith in reliance upon proper instructionsfaith. As an inducement to Schroder's undertaking to render these services, (ii) the Trust hereby agrees to indemnify and hold harmless Schroder, its employees, agents, officers and directors, from any action and all loss, liability and expense, including any legal expenses, arising out of Schroder's performance under this Agreement, or status, or any act or omission of Schroder, its employees, agents, officers and directors; provided that this indemnification shall not apply to Schroder's actions taken or omitted failures to act in good faith upon cases of Schroder's own bad faith, willful misconduct or gross negligence in the performance of its duties under this Agreement; and further provided, that Schroder shall give the Trust notice and reasonable opportunity to defend against any noticesuch loss, requestclaim, certificate damage, liability or other instrument reasonably believed by it expense in the name of the Trust or Schroder, or both. The Trust will be entitled to be genuine assume the defense of any suit brought to enforce any such claim or demand, and to be signed retain counsel of good standing chosen by the proper party Trust and approved by Schroder,such approval not to which approval shall be unreasonably withheldnot be withheld unreasonably. In the event the Trust does elect to assume the defense of any such suit and retain counsel of good standing approved by Schroder, the defendant or partiesdefendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, (iii) or in case Schroder does not approve of counsel chosen by the Trust or Schroder has been advised that it may have available defenses or claims which are not available or conflict with those available to the Trust, the Trust will reimburse Schroder, its employees, agents, officers and directors for the fees and expenses of any delay one counsellaw firm retained as counsel by Schroder or failure them. Schroder may, at any time, waive its right to act as may be required indemnification under this Agreement or under agreement and assume its own defense. The provisions of paragraphs (b) through (d) of this Section 4 should not in any way limit the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except to the extent of Repo Custodian's obligations hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.foregoing:

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's obligations hereunder connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to determine whether securities are Eligible Securities defend and to calculate indemnify the Market Value Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities and any Cash Collateral)in an Account, (vii) including funds involved in third-party foreign exchange transactions, shall be made at the due authority risk of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors of the Pricing Services, broker's brokers or broker dealers set forth in Schedule B.the

Standard of Care. (a) Repo Custodian shall be obligated responsible for the performance of only such duties as are set forth herein or contained in Instructions given to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant that are not contrary to the provisions of this Agreement which is occasioned by Agreement. Custodian will use reasonable care and diligence with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencediligence, misfeasance or misconduct, Repo Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, reasonable fees and expenses of counsel) incurred by Custodian and arising out of action taken or omitted with reasonable care by Custodian hereunder or under any delay Instructions. Custodian shall be liable to Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under the Master Agreement when if Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by Custodian's own failure to exercise reasonable care; provided that in the title, validity or genuineness event of any security receivedsuch loss, delivered or held by Custodian shall take all reasonable steps to enforce such claims as it pursuant may have against the Securities System to this Agreement or protect the Master Agreement, (vi) the legality interests of the purchase or sale Customer. In the event of any Securities loss to Customer by or to the Participating Funds or Seller or the propriety reason of the amount for which the same are purchased failure of Custodian or sold (except a Subcustodian to utilize reasonable care, Custodian shall be liable to Customer to the extent of Repo CustodianCustomer's obligations hereunder actual damages at the time such loss was discovered (including, without limitation, reasonable fees and expenses of counsel) without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall Custodian be liable for any consequential or special damages. Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for Custodian or Customer) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to calculate the Market Value of Securities and any Cash Collateral)such advice, (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, provided that with respect to this Agreement the performance of any action or (viii) omission of any action upon such advice, the errors Custodian shall be required to conform to the standard of the Pricing Services, broker's brokers or broker dealers care set forth in Schedule B.this Section 16. In the event Customer subscribes to an electronic on-line service and communications system offered by Custodian, Customer shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify Custodian and hold Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by Custodian as a result of any improper or unauthorized use of such terminal by Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of Customer. Subject to the exercise of reasonable care, Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which Custodian has agreed to take action as provided in Section 3 hereof. Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. Custodian shall have no liability in respect of any loss, damage or expense suffered by Customer, insofar as such loss, damage or expense arises from the performance of Custodian's duties hereunder by reason of Custodian's reliance upon records that were maintained for Customer by entities other than Custodian prior to Custodian's employment under this Agreement. If Custodian does not exercise reasonable care, Custodian shall indemnify Customer for any losses, damages, costs and expenses (including, without limitation, the fees and expenses of

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. Where, under applicable law, regulation, or practice (in order to facilitate the settlement of transactions related thereto), or where the Customer otherwise elects, Securities are held in a Securities System in a particular market, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. Where the Custodian otherwise elects to employ a Securities System for holding Securities in a particular market, the Custodian shall be required under this Agreement or under liable to the Master Agreement when such delay or failure is due to Customer for any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale omission of any Securities by or System to the Participating Funds or Seller or same extent as if the propriety Custodian committed such act itself. In the event of any loss to the Customer by reason of the amount for which failure of the same are purchased Custodian or sold (except a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach Custodian which are within the scope of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant its duties and not contrary to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agentsAgreement. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and The Custodian will use reasonable care with respect to the extent that Repo Custodian exercises reasonable care safekeeping of Property in the Account and diligence and acts without negligence, misfeasance or misconduct, Repo in carrying out its obligations under this Agreement. The Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of any delay action taken or failure omitted by the Custodian hereunder and without gross negligence, bad faith or willful misconduct on the part of the Custodian. With respect to act as may be required under this Agreement or under the Master Agreement when such delay or failure is due to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the titleCustodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's gross negligence, validity bad faith or genuineness willful misconduct. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase gross negligence, bad faith or sale willful misconduct of any Securities by the Custodian or its Sub-custodian, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. To the extent that the Custodian obtains or provides market values of Securities in the Account to the Customer, the Customer hereby acknowledges that the Custodian now obtains and will in the future obtain information on such values from outside sources which the Custodian deems to be reliable, and confirms that the Custodian does not verify nor represent or warrant either the accuracy or the completeness of any such information furnished, and the Custodian shall be without liability in selecting and using such sources and furnishing any information derived therefrom. In no event shall the Custodian be liable for any indirect, incidental, special, consequential or punitive damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to the Electronic On-Line System, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards and the Customer agrees to defend, indemnify and hold the Custodian harmless from and against any and all liabilities, losses, damages, costs, including attorneys' fees and every other expense of every nature incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by others on the Customer's premises. All collections of funds or other property paid or distributed in respect of Securities in the Account shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by its Sub-custodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 2 hereof The Custodian shall not be liable for any loss resulting from, or caused by, acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission, radioactivity or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in the Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of actionstaken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. Where, under applicable law, regulation, or practice (in order to facilitate the settlement of transactions related thereto), or where the Customer otherwise elects, Securities are held in a Securities System in a particular market, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to act as may exercise reasonable care. Where the Custodian otherwise elects to employ a Securities System for holding Securities in a particular market, the Custodian shall be required under this Agreement or under liable to the Master Agreement when such delay or failure is due to Customer for any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale omission of any Securities by or System to the Participating Funds or Seller or same extent as if the propriety Custodian committed such act itself. In the event of any loss to the Customer by reason of the amount for which failure of the same are purchased Custodian or sold (except a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in the Account including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in the Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise reasonable care and diligence responsible for the performance of only such duties as are set forth herein or contained in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages Instructions given to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any delay Instructions. The Custodian shall be liable to the Customer for any act or failure omission to act of any Subcustodian to the same extent as may if the Custodian committed such act itself, provided notwithstanding the foregoing, the Custodian shall not be required under this Agreement or under the Master Agreement when such delay or failure is liable for any losses due to any act the insolvency of God or war, (iv) a Subcustodian as long as it has exercised reasonable care in the actions or omissions selection of such Subcustodian. With respect to a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages (including losses incurred in connection with the sale or redemption of securities issued by the Customer as a direct result of the Custodian's obligations hereunder failure to determine whether securities are Eligible Securities exercise reasonable care in properly crediting Property to an Account pursuant to the terms of this Agreement) at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to calculate such advice. In the Market Value event the Customer utilizes an electronic or other similar system to communicate with Custodian for any purpose, including, without limitation, the furnishing of Instructions, the Customer shall be fully responsible for the security of the connecting terminal utilized by Customer, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal. Should the Customer authorize, in accordance with the terms hereof, any agent to communicate with Custodian and such agent utilizes any such system to so communicate, the Customer shall be responsible for the use of such system and shall defend, indemnify and hold harmless Custodian for such use to the same extent as if such system were being used by the Customer to communicate with the Custodian. All collections of funds or other property paid or distributed in respect of Securities and in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any Cash Collateralloss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), (vii) including, without limitation, nationalization, expropriation, and the due authority imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. The Custodian shall have no liability in respect of any person listed on Schedule C to act on behalf of Custodianloss, Seller damage or expense suffered by the FundsCustomer, insofar as such loss, damage or expense arises from the case may be, with respect to this Agreement or (viii) the errors performance of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.duties hereunder by reason of the Custodian's reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated to exercise responsible for the performance of only such duties as are set forth herein. The Custodian will use reasonable care and diligence with respect to the safekeeping of Property in each Account and, except as otherwise expressly provided herein, in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in its obligations under this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant to the provisions of this Agreement which is occasioned by the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at its option, may insure itself against loss from any cause but shall be under no obligation to obtain insurance directly for the benefit of the Funds. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the reasonable fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder. The Custodian shall be liable to the Customer for any delay act or failure omission to act of any Subcustodian, to the same extent as may be required under this Agreement or under if the Master Agreement when Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) the title, validity Custodian shall only be responsible or genuineness liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any security received, delivered or held loss to the Customer by it pursuant to this Agreement or the Master Agreement, (vi) the legality reason of the purchase failure of the Custodian or sale of any Securities by or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Participating Funds or Seller or the propriety of the amount for which the same are purchased or sold (except Customer to the extent of Repo the Customer's actual damages at the time such loss was discovered without reference to any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agree to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the reasonable fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God; provided, in each case the Custodian or the Subcustodian has acted with reasonable care. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's obligations duties hereunder to determine whether securities are Eligible Securities and to calculate the Market Value of Securities and any Cash Collateral), (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, with respect to this Agreement or (viii) the errors by reason of the Pricing Services, brokerCustodian's brokers or broker dealers set forth in Schedule B.reliance upon records that were maintained for the Customer by entities other than the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo The Custodian shall be obligated responsible for the performance of only such duties as are set forth herein or contained in Instructions given to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo he Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees safekeeping of Securities in the Account and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the FundsAgreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) any delay incurred by the Custodian and arising out of action taken or failure to act as may be required under this Agreement omitted in good faith by the Custodian hereunder or under any Instructions. The Custodian shall be liable to the Master Agreement when such delay Customer for any loss which shall occur directly as the result of the failure of a subcustodian (other than any subcustodian which is a securities depository or failure is due to any act of God or war, (iv) clearing agency the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased Custodian's liability and responsibility is set forth in the last proviso of the first paragraph of Section 5) to exercise reasonable care with respect to the safekeeping of such Securities. In the event of any loss to the Customer by reason of the failure of the Custodian or sold (except its subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo Custodianthe Customer's obligations hereunder actual damages at the time such loss was discovered without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to calculate the Market Value such advice. All collections of funds or other property paid or distributed in respect of Securities and in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. The Custodian shall have no liability for any Cash Collateralloss accessioned by delay in the actual receipt of notice by the Custodian or by its subcustodian of any payment, reception or other transaction regarding Securities in the Accounting respect of which the Custodian has agreed to take action as provided in Section 2 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), (vii) including, without limitation, nationalization, expropriation, and the due authority imposition of any person listed on Schedule C currency restrictions; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to act on behalf of Custodian, Seller or settle transactions for reasons beyond the Funds, as the case may be, with respect to this Agreement or (viii) the errors control of the Pricing ServicesCustodian; hurricane, broker's brokers cyclone, earthquake, volcanic eruption, nuclear fusion, fission, radioactivity or broker dealers set forth in Schedule B.other acts of God. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. (a) Repo Custodian shall be obligated responsible for the performance of only such duties as are set forth herein or contained in Instructions given to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo Custodian assumes responsibility for loss to any property held by it pursuant that are not contrary to the provisions of this Agreement which is occasioned by Agreement. Custodian will use reasonable care and diligence with respect to the negligence ofsafekeeping of Property in each Account and, or conversionexcept as otherwise expressly provided herein, misappropriation or theft by, Repo Custodian's officers, employees and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the Fundsthis Agreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencediligence, misfeasance or misconduct, Repo Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, reasonable fees and expenses of counsel) incurred by Custodian and arising out of action taken or omitted with reasonable care by Custodian hereunder or under any delay Instructions. Custodian shall be liable to Customer for any act or failure omission to act of any Subcustodian to the same extent as may be required under this Agreement or under the Master Agreement when if Custodian committed such delay or failure is due act itself. With respect to any act of God or war, (iv) the actions or omissions of a Securities System, (v) Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by Custodian's own failure to exercise reasonable care; provided that in the title, validity or genuineness event of any security receivedsuch loss, delivered or held by Custodian shall take all reasonable steps to enforce such claims as it pursuant may have against the Securities System to this Agreement or protect the Master Agreement, (vi) the legality interests of the purchase or sale Customer. In the event of any Securities loss to Customer by or to the Participating Funds or Seller or the propriety reason of the amount for which the same are purchased failure of Custodian or sold (except a Subcustodian to utilize reasonable care, Custodian shall be liable to Customer to the extent of Repo CustodianCustomer's obligations hereunder actual damages at the time such loss was discovered without reference to determine whether securities are Eligible Securities any special conditions or circumstances (including, without limitation, reasonable fees and expenses of counsel). In no event shall Custodian be liable for any consequential or special damages. Custodian shall be entitled to calculate the Market Value rely, and may act, on advice of Securities counsel (who may be counsel for Custodian or Customer) on all matters and shall be without liability for any Cash Collateral)action reasonably taken or omitted in good faith pursuant to such advice, (vii) the due authority of any person listed on Schedule C to act on behalf of Custodian, Seller or the Funds, as the case may be, provided that with respect to this Agreement the performance of any action or (viii) omission of any action upon such advice, the errors Custodian shall be required to conform to the standard of the Pricing Services, broker's brokers or broker dealers care set forth in Schedule B.this Section 16. In the event Customer subscribes to an electronic on-line service and communications system offered by Custodian, Customer shall be fully responsible for the security of its connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify Custodian and hold Custodian harmless from and against any and all losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by Custodian as a result of any improper or unauthorized use of such terminal by Customer or by any others. All collections of funds or other property paid or distributed in respect of Securities in an Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of Customer. Subject to the exercise of reasonable care, Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by Custodian or by a Subcustodian of any payment, redemption or other transaction regarding Securities in each Account in respect of which Custodian has agreed to take action as provided in Section 3 hereof. Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jure or de facto), including, without limitation, nationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. Custodian shall have no liability in respect of any loss, damage or expense suffered by Customer, insofar as such loss, damage or expense arises from the performance of Custodian's duties hereunder by reason of Custodian's reliance upon records that were maintained for Customer by entities other than Custodian prior to Custodian's employment under this Agreement. If Custodian does not exercise reasonable care, Custodian shall indemnify Customer for any losses, damages, costs and expenses (including, without limitation, the fees and expenses of counsel) incurred by Customer and arising out of action taken or omitted without reasonable care by Custodian hereunder or under any Instructions.

Standard of Care. (a) Repo The Custodian shall be obligated responsible for the performance of only such duties as are set forth herein or contained in Instructions given to exercise reasonable care and diligence in carrying out the provisions of this Agreement and the Master Agreement and shall be liable to each of the Funds and Seller for any expenses or damages to the Funds or Seller for breach of Repo Custodian's standard of care in this Agreement, as further provided in this Paragraph. Repo he Custodian assumes responsibility for loss to any property held by it pursuant which are not contrary to the provisions of this Agreement which is occasioned by Agreement. The Custodian will use reasonable care with respect to the negligence of, or conversion, misappropriation or theft by, Repo Custodian's officers, employees safekeeping of Securities in the Account and agents. Repo Custodian, at in carrying out its option, may insure itself against loss from any cause but shall be obligations under no obligation to obtain insurance directly for the benefit of the FundsAgreement. So long as and to the extent that Repo Custodian exercises it has exercised reasonable care and diligence and acts without negligencecare, misfeasance or misconduct, Repo the Custodian shall not be liable responsible for the title, validity or genuineness of any Property or other property or evidence or title thereto received by it or delivered by it pursuant to Seller or the Funds this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for (i) any action taken or omitted in good faith in reliance upon proper instructionsloss resulting therefrom, (ii) any action taken or omitted in good faith upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (iiiincluding, without limitation, the fees and expenses of counsel) any delay incurred by the Custodian and arising out of action take or failure to act as may be required under this Agreement omitted in good faith by the Custodian hereunder or under any Instructions. The Custodian shall be liable to the Master Agreement when such delay Customer for any loss which shall occur directly as the result of the failure of a subcustodian (other than any subcustodian which is a securities depository or failure is due to any act of God or war, (iv) clearing agency the actions or omissions of a Securities System, (v) the title, validity or genuineness of any security received, delivered or held by it pursuant to this Agreement or the Master Agreement, (vi) the legality of the purchase or sale of any Securities by or to the Participating Funds or Seller or the propriety of the amount for which the same are purchased Custodian's liability and responsibility is set forth in the last proviso of the first paragraph of Section 5) to exercise reasonable care with respect to the safekeeping of such Securities. In the event of any loss to the Customer by reason of the failure of the Custodian or sold (except its subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of Repo Custodianthe Customer's obligations hereunder actual damages at the time such loss was discovered without reference to determine whether securities are Eligible Securities any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to calculate the Market Value such advice. All collections of funds or other property paid or distributed in respect of Securities and in the Account, including funds involved in third-party foreign exchange transactions, shall be made at the risk of the Customer. The Custodian shall have no liability for any Cash Collateralloss accessioned by delay in the actual receipt of notice by the Custodian or by its subcustodian of any payment, reception or other transaction regarding Securities in the Accounting respect of which the Custodian has agreed to take action as provided in Section 2 hereof. The Custodian shall not be liable for any loss resulting from, or caused by, or resulting from acts of governmental authorities (whether de jur or de facto), (vii) including, without limitation, nationalization, expropriation, and the due authority imposition of any person listed on Schedule C currency restrictions; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to act on behalf of Custodian, Seller or settle transactions for reasons beyond the Funds, as the case may be, with respect to this Agreement or (viii) the errors control of the Pricing ServicesCustodian; hurricane, broker's brokers cyclone, earthquake, volcanic eruption, nuclear fusion, radioactivity or broker dealers set forth in Schedule B.other acts of God. The provisions of this Section shall survive termination of this Agreement.