Common use of Concerning the Custodian Clause in Contracts

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each Trust, on behalf of its Funds and only from applicable Fund Assets (or insurance purchased by a Trust with respect to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the Custodian, its officers, employees and agents, with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees or agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employees, agents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trusts, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1The Custodian shall be paid as compensation for its services pursuant to this Agreement such compensation as may from time to time be agreed upon in writing between the two parties. Except Until modified in writing, such compensation shall be as otherwise provided herein, the set forth in Schedule B attached hereto. The Custodian shall not be liable for any loss action taken in good faith upon any certificate herein described or damagecertified copy of any resolution of the Board, including counsel fees, resulting from its action or omission to act or otherwise, except for and may rely on the genuineness of any such loss or damage arising out of its own negligence or willful misconductdocument which it may in good faith believe to have been validly executed. Each Trust, on behalf of its Funds and only from applicable Fund Assets (or insurance purchased by a Trust with respect The Company agrees to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its nominee from all taxes, its officerscharges, employees expenses, assessments, claims and agents, with respect to any loss, claim, liability or cost liabilities (including reasonable attorneys' counsel fees) arising incurred or alleged to assessed against it or by its nominee in connection with the performance of this Agreement, except such as may arise from its or relating its nominee's own bad faith, negligent action, negligent failure to each Trust's duties with respect act or willful misconduct. The Custodian is authorized to its Funds hereunder or charge any other action or inaction account of the respective Trust Fund for such items. In the event of any advance of cash for any purpose made by the Custodian resulting from orders or instructions of the Company, or in the event that the Custodian or its Trusteesnominee shall incur or be assessed any taxes, Officerscharges, employees expenses, assessments, claims or agents liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own bad faith, negligent action, negligent failure to act or willful misconduct, any property at any time held for the Fundsaccount of the Company shall be security therefor. The Custodian agrees to indemnify and hold harmless the Company from all charges, expenses, assessments, and claims/liabilities (including reasonable counsel fees) incurred or assessed against it in connection with the performance of this Agreement, except such as may arise from the Company's own bad faith, negligent action, omission negligent failure to act or willful misconduct of the Custodian, its officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employees, agents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trusts, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreementmisconduct.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each The Trust, on behalf of its the Funds and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its Trustees, its officersOfficers, employees Employees and agents, Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its the Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees Employees or agents Agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officersTrustees, employees Officers, Employees or agentsAgents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officers, employees Employees or agents Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or of inaction of the Custodian or its Trustees, Officers, employeesEmployees, agentsAgents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees Employees or agentsAgents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its the Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsTrust, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Indemnification Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each Trust, on behalf of its Funds and only from applicable Fund Assets The Portfolio (or insurance purchased by a Trust the Portfolio with respect to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trustthe Portfolio's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust Portfolio or its Trustees, Officersofficers, employees or agents as to the Fundsagents, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust the Portfolio and its Trustees, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Portfolio hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsPortfolio, except such as may arise from the negligent action, omission or willful misconduct of the TrustPortfolio, its Trustees, Officersofficers, employees or agents. The Custodian may, with respect to questions of law law, apply for and obtain the advice and opinion of counsel to the Trusts Portfolio at the expense of the FundsPortfolio, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsPortfolio, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Portfolio shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Portfolio for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, the Portfolio of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fundthe Portfolio's accounts account or penalties imposed on the Trusts, in connection with the Funds, therefrom or Portfolio for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence negligence, bad faith or willful misconduct. Each The Trust, on behalf of its Funds a Fund and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds a Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its Funds a Fund hereunder or any other action or inaction of the respective Trust or its TrusteesDirectors, Officersofficers, employees or agents as to the Fundsagents, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds a Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsCustodians, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officersofficers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the Fundsa Fund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Trust shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, the Trust of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts account or penalties imposed on the Trusts, in connection with the Funds, therefrom or Trust for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1The Custodian shall be paid as compensation for its services pursuant to this Agreement such compensation as may from time to time be agreed upon in writing between the two parties. Except Until modified in writing, such compensation shall be as otherwise provided herein, the set forth in Exhibit A attached hereto. The Custodian shall not be liable for any loss action taken in good faith upon any certificate herein described or damagecertified copy of any resolution of the Fund's Board of Directors, including counsel fees, resulting from its action or omission to act or otherwise, except for and may rely on the genuineness of any such loss or damage arising out of its own negligence or willful misconductdocument which it may in good faith believe to have been validly executed. Each Trust, on behalf of its Funds and only from applicable The Fund Assets (or insurance purchased by a Trust with respect agrees to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its nominee from all taxes, its officerscharges, employees expenses, assessments, claims and agents, with respect to any loss, claim, liability or cost liabilities (including reasonable attorneys' counsel fees) arising incurred or alleged to assessed against it or by its nominee in connection with the performance of this Agreement, except such as may arise from its or relating its nominee's own negligent action, negligent failure to each Trust's duties with respect act, bad faith or willful misconduct. The Custodian is authorized to its Funds hereunder or charge any other action or inaction account of the respective Trust Fund for such items. In the event of any advance of cash for any purpose made by the Custodian resulting from orders or instructions of the Fund, or in the event that the Custodian or its Trusteesnominee shall incur or be assessed any taxes, Officerscharges, employees expenses, assessments, claims or agents liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the Fundsaccount of the Fund shall be security therefore. The Custodian agrees to indemnify and hold harmless the Fund from all charges, expenses, assessments, and claims/liabilities (including reasonable counsel fees) incurred or assessed against it in connection with the performance of this Agreement, except such as may arise from the Fund's own negligent action, omission negligent failure to act, or willful misconduct of the Custodian, its officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employees, agents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trusts, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreementmisconduct.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or loss, damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or negligence, willful misconduct, or breach of this agreement. Each TrustThe Fund, on behalf of its Funds and only from applicable Fund Assets (or insurance purchased by a Trust the Fund with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trustthe Fund's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust Fund or its TrusteesDirectors, Officersofficers, employees or agents as to the Fundsagents, except such as may arise from the negligent action, omission or omission, willful misconduct or breach of this agreement by the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust the Fund and its TrusteesDirectors, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the TrustFund, its TrusteesDirectors, Officersofficers, employees or agents. The Custodian may, with respect to questions of law law, apply for and obtain the advice and opinion of counsel to the Trusts Fund at the expense of the FundsFund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsFund, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trustthe Fund, on behalf of its Fundsthe Fund, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsFund, in connection with the FundsFund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the . The expenses of any additional counsel retained by the Indemnified Party shall be borne by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each Trust, on behalf of its Funds and only from applicable Fund Assets (or insurance purchased by a Trust with respect to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the Custodian, its officers, employees and agents, with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees or agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employees, agents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trusts, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each Trust, on behalf of its Funds and only from applicable Fund Assets (or insurance purchased by a Trust with respect to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the Custodian, its officers, employees and agents, with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees or agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employees, agents, nominees or Sub-Sub- Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trusts, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1The Custodian shall be paid as compensation for its services pursuant to this Agreement such compensation as may from time to time be agreed upon in writing between the two parties. Except as otherwise provided herein, the The Custodian shall not be liable for any loss action taken in good faith upon any certificate herein described or damagecertified copy of any resolution of the Board of Directors or of the Executive Committee, including counsel fees, resulting from its action or omission to act or otherwise, except for and may rely on the genuineness of any such loss or damage arising out of its own negligence or willful misconductdocument which it may in good faith believe to have been validly executed. Each Trust, on behalf of its Funds and only from applicable The Fund Assets (or insurance purchased by a Trust with respect agrees to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its nominee from all taxes, its officerscharges, employees expenses, assessments, claims and agents, with respect to any loss, claim, liability or cost liabilities (including reasonable attorneys' counsel fees) arising incurred or alleged to arise from or relating to each Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust assessed against it or its Trustees, Officers, employees or agents as to nominee in connection with the Fundsperformance of this Agreement, except such as may arise from the its or its nominee's own negligent action, omission negligent failure to act or willful misconduct of the Custodian, its officers, employees or agentsmisconduct. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect is authorized to charge any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to account of the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name for such items other than those items which are associated with asserted claims and liabilities of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current ProspectusCustodian for its conduct. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly Payment to the Custodian for items which are associated with asserted claims and liabilities of the Custodian shall receive for its conduct may only be charged against an account of the Fund by the Custodian upon receipt of an officers' certificate from time to time the Fund authorizing such return of collateral as may be tendered to itpayment. In the event that a Trust fails to specify in a Certificate of any advance of cash for any purpose made by the name Custodian resulting from orders or instructions of the issuerFund, or in the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of event that the Custodian or its Trusteesnominee shall incur or be assessed any taxes, Officerscharges, employeesexpenses, agentsassessments, nominees claims or Sub-Custodians as to liabilities in connection with the Fundsperformance of this Agreement, except such as may arise from the its or its nominee's own negligent action, omission negligent failure to act or willful misconduct misconduct, any property at any time held for the account of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts at the expense of the Funds, or of its own counsel at its own expense, and Fund shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trusts, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreementsecurity therefor.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each The Trust, on behalf of its Funds the Fund and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees or agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable Trust's duties with respect to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name hereunder or any other action or inaction of the issuerTrust or its Trustees, the title and the number of shares officers, employees or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and agents as to the Fund's then current Prospectus, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral defend, indemnify and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by hold harmless the Trust and its Trustees, officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged or arise from time or relating to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officersofficers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the FundsFund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation Interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its Its employees, agents, nominees or Sub-Custodians but not for any special, incidentalIncidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its Fundsthe Fund, of principal and of interest to the date of recovery on, on Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsTrust, in connection with the FundsFund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party"'s) will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take make over the complete defense of the claim and the Indemnifying Party other party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the such Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each The Trust, on behalf of its the Funds and only from applicable Fund Funds Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its the Funds hereunder), shall defend, indemnify and .and hold harmless the CustodianCustodian and its Trustees, its officersOfficers, employees Employees and agents, Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its the Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees Employees or agents Agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officersDirectors, employees Officers, Employees or agentsAgents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officers, employees Employees or agents Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employeesEmployees, agentsAgents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees Employees or agentsAgents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its the Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts the Funds' account or penalties imposed on the TrustsTrust, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Indemnified Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Indemnified Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including reasonable counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each TrustThe Corporation, on behalf of its Funds each Fund and only from applicable Fund Assets (or insurance purchased by a Trust the Corporation with respect to its liabilities on behalf of its Funds a Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trustthe Corporation's duties with respect to its Funds a Fund hereunder or any other action or inaction of the respective Trust Corporation or its TrusteesDirectors, Officersofficers, employees or agents as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust the Corporation and its TrusteesDirectors, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the Fundsa Fund, except such as may arise from the negligent action, omission or willful misconduct of the TrustCorporation, its TrusteesDirectors, Officersofficers, employees or agents. The Custodian may, with respect to questions of law that arise under or relate to this agreement apply for and obtain the advice and opinion of counsel to the Trusts Corporation at the expense of the FundsCorporation, or of its own counsel at its own expense, . and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsCorporation, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of the substance of the legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Corporation for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians Custodians, but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trustthe Corporation, on behalf of its Fundsa Fund, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsCorporation, in connection with the Fundsa Fund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be is asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party Parry promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Indemnified Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence negligence, bad faith or willful misconduct. Each The Trust, on behalf of its Funds a Fund and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds a Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its Funds a Fund hereunder or any other action or inaction of the respective Trust or its Trustees, Officersofficers, employees or agents as to the Fundsagents, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds a Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsCustodians, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officersofficers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the Fundsa Fund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Trust shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, the Trust of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts account or penalties imposed on the Trusts, in connection with the Funds, therefrom or Trust for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except The Custodian shall use reasonable care in the performance of its duties hereunder, and, except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its Its own negligence negligence, bad faith, or willful misconductmisconduct or that of its officers, employees, or agents. Each The Trust, on behalf of its Funds the Fund and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its Trustees, its officersOfficers, employees Employees and agents, Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its Funds the Fund hereunder or any other action or inaction Inaction of the respective Trust or its Its Trustees, Officers, employees Employees or agents Agents as to the Funds, Fund. except such as may arise from the negligent action, omission omission, bad faith or willful misconduct of the Custodian, its officersIts Trustees, employees Officers, Employees or agentsAgents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officers, employees Employees or agents Agents with respect to any loss, . claim, liability or cost (including reasonable attorneys' fees) arising or alleged allege to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employeesEmployees, agentsAgents, nominees or Sub-Custodians as to the Funds, Fund except such as may arise from the negligent action, omission or omission, bad faith c willful misconduct of the Trust, its Its Trustees, Officers, employees Employees or agentsAgents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the FundsFund, or of its own counsel at its Its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Sub - Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its Fundsthe Fund, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsTrust, in connection with the FundsFund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is Is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1The Custodian shall be paid as compensation for its services pursuant to this Agreement such compensation as may from time to time be agreed upon in writing between the two parties. Except as otherwise provided herein, the The Custodian shall not be liable for any loss action taken in good faith upon any certificate herein described or damagea certified copy of any resolution of the Trustees of the Trust, including counsel fees, resulting from its action or omission to act or otherwise, except for and may rely on the genuineness of any such loss or damage arising out of its own negligence or willful misconductdocument which it may in good faith believe to have been validly executed. Each Trust, on behalf of its Funds and only from applicable Fund Assets (or insurance purchased by a The Trust with respect agrees to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its nominee from all taxes, its officerscharges, employees expenses, assessments, claims and agents, with respect to any loss, claim, liability or cost liabilities (including reasonable attorneys' counsel fees) arising incurred or alleged to arise from or relating to each Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust assessed against it or its Trustees, Officers, employees or agents as to nominee in connection with the Fundsperformance of this Agreement, except such as may arise from the Custodian's or its nominee's own negligent action, omission negligent failure to act or willful misconduct of the Custodian, its officers, employees or agentsmisconduct. The Custodian shall defendis authorized to charge any account of the Trust for such items. The Custodian, indemnify and hold harmless each Trust and its Trusteeshowever, Officersexpressly agrees that, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable notwithstanding anything to the Fund on contrary herein, or in law, that it will look solely to the borrowing date, (f) the market value of Securities collateralizing the loan, including the name assets of the issuer, Trust for any obligations of the title Trust hereunder and the number of shares or the principal amount nothing herein shall be construed to create any personal liability of any particular Securities and (g) a statement that such loan is in conformance with Trustee or any shareholder of the Investment Company Act of 1940 and the Fund's then current ProspectusTrust. The Custodian shall deliver expressly acknowledges that the Declaration of Trust establishing the INVESCO Treasurer's Series Trust, dated January 27, 1988, a copy of which, together with all amendments thereto (the "Declaration"), is on file in the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker office of the total amount payable as set forth in the Certificate. The Custodian may, at the option Secretary of the lending bank or brokerCommonwealth of Massachusetts, keep such collateral in its possessionprovides that the name INVESCO Treasurer's Series Trust refers to the Trustees under the Declaration collectively as Trustees, but such collateral not as individuals or personally; and no Trustee, shareholder, officer, employee or agent of the INVESCO Treasurer's Series Trust shall be subject held to all rights therein given any personal liability, nor shall resort be had to their private property for the lending bank or broker, by virtue satisfaction of any promissory note obligation or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares claim or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employees, agents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trustsotherwise, in connection with the Fundsaffairs of said INVESCO Treasurer's Series Trust, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (but the "Indemnifying Party") Trust Property" only shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreementliable.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each The Trust, on behalf of its the Funds and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its the Funds hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its Trustees, its officersOfficers, employees Employees and agents, Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' ’ fees) arising or alleged to arise from or relating to each the Trust's ’s duties with respect to its the Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees Employees or agents Agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officersTrustees, employees Officers, Employees or agentsAgents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officers, employees Employees or agents Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' ’ fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's ’s duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employeesEmployees, agentsAgents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees Employees or agentsAgents. The Custodian may, . with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its the Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts ’s account or penalties imposed on the TrustsTrust, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "“Indemnifying Party"”) shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "“Indemnified Party"”) will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any any) additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's ’s prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each The Trust, on behalf of its the Funds and only from applicable Fund Assets (or insurance purchased purchase by a the Trust with respect to its liabilities on behalf of its the Funds hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its Trustees, its officersOfficers, employees Employees and agents, Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its the Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees Employees or agents Agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officersTrustees, employees Officers, Employees or agentsAgents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officers, employees Employees or agents Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' attorneys fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employeesEmployees, agentsAgents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees Employees or agentsAgents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts trust at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a having differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use xxx of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its the Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsTrust, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each TrustThe Corporation, on behalf of its Funds the Fund and only from applicable Fund Assets (or insurance purchased by a Trust the Corporation with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trustthe Corporation's duties with respect to its Funds the Fund hereunder or any other action or inaction of the respective Trust Corporation or its TrusteesDirectors, Officersofficers, employees or agents as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust the Corporation and its TrusteesDirectors, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the TrustCorporation, its TrusteesDirectors, Officersofficers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Corporation at the expense of the FundsFund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsCorporation, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have having a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Corporation for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trustthe Corporation, on behalf of its Fundsthe Fund, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsCorporation, in connection with the FundsFund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, harmless the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each The Trust, on behalf of its Funds the Fund and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its Funds the Fund hereunder or any other action or inaction of the respective Trust or its TrusteesDirectors, Officersofficers, employees or agents as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officersofficers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the FundsFund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees nominees, or Sub-Custodians Custodian but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its Fundsthe Fund, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsTrust, in connection with the FundsFund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each TrustThe Corporation, on behalf of its Funds the Fund and only from applicable Fund Assets (or insurance purchased by a Trust the Corporation with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trustthe Corporation's duties with respect to its Funds the Fund hereunder or any other action or inaction of the respective Trust Corporation or its TrusteesDirectors, Officersofficers, employees or agents as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust the Corporation and its TrusteesDirectors, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the TrustCorporation, its TrusteesDirectors, Officersofficers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Corporation at the expense of the FundsFund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsCorporation, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Corporation for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trustthe Corporation, on behalf of its Fundsthe Fund, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsCorporation, in connection with the FundsFund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its its, own negligence or willful misconduct. Each The Trust, on behalf of its Funds the Fund and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, . indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its Funds the Fund hereunder or any other action or inaction of the respective Trust or its TrusteesDirectors, Officersofficers, employees or agents as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officersofficers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the FundsFund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its Fundsthe Fund, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsTrust, in connection with the FundsFund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph., except the expenses of any additional counsel retained by the Indemnified Party. In no case means shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided hereinhereinafter provided, neither the Custodian custodian nor its nominee shall not be liable for any loss or damagedam- age, including counsel fees, resulting from its action or omission omis- sion to act or otherwise, either hereunder or under any Margin Account Agreement, except for any such loss or damage arising out of its own negligence negligence, misfeasance or willful misconduct. Each Trust, on behalf of its Funds and only from applicable Fund Assets (or insurance purchased by a Trust with respect to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the Custodian, its officers, employees and agents, with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees or agents as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employees, agents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law arising hereunder or under any Margin Account Agreement, apply for and obtain the advice and opinion of counsel to the Trusts Fund or of its own counsel, at the expense of the Funds, or of its own counsel at its own expenseFund, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the such advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of lawopinion. The Custodian shall be liable to the Trusts Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or willful misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trusts, in connection with the Funds, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges 2. Without limiting the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent generality of the Trust and its assets and that foregoing, the Custodian shall be under no obligation to inquire into, and shall not be entitled to seek satisfaction liable for: (a) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor; (b) The legality of the sale or redemption 'of any Shares, or the propriety of the amount to be received or paid therefor; (c) The legality of the declaration or payment of any dividend by the Fund; (d) The legality of any borrowing by the Fund using Securities as collateral; (e) The legality of any loan of portfolio Securi- ties, nor shall the Custodian be under any duty or obligation to see to it that any cash collateral delivered to it by a broker, dealer, or financial institution or held by it at any time as a result of such obligation or liability from loan of portfolio Securities of the Trusts' shareholders, Trustees, Officers, employees or agentsFund is adequate collateral for the Fund against any loss it might sustain as a result of such loan. The obligations Custodian specifically, but not by way of limitation, shall not be under any duty or obligation periodically to check or notify the Fund that the amount of such cash collateral held by it for the Fund is suf- ficient collateral for the Fund, but such duty or obligation shall be the sole responsibility of the parties hereto Fund. In addition, the Custodian shall be under this paragraph shall survive no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the termination Fund are lent pursuant to Article XIV of this Agreement.this

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or loss, damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or negligence, willful misconduct, or breach of this agreement. Each The Trust, on behalf of its Funds and but only from applicable Fund Trust Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds hereunder), shall defend, defend indemnify and hold harmless the CustodianCustodian and its directors, its officers, employees and agents, agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust or its TrusteesDirectors, Officersofficers, employees or agents as to the Fundsagents, except such as may arise from the negligent action, omission or omission, willful misconduct or breach of this agreement by the Custodian, its directors, officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each the Trust and its TrusteesDirectors, Officersofficers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Trust hereunder or any other action or inaction of the Custodian or its Trusteesdirectors, Officersofficers, employees, agents, nominees or Sub-Custodians Subcustodians as to the FundsTrust, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its TrusteesDirectors, Officersofficers, employees or agents. The Custodian may, with respect to questions of law law, apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the FundsTrust, or of its the Custodian's own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its the Custodian's own counsel, unless counsel to the Funds Trust shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians Subcustodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery by a the Trust, on behalf of its Fundsthe Trust, of principal and of interest to the date of recovery on, Securities or Foreign Securities incorrectly omitted from or included in a Fundthe Trust's accounts account or penalties imposed on the TrustsTrust, in connection with the FundsTrust, therefrom or for any failures to deliver Securities or Foreign Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the . The expenses of any additional counsel retained by the Indemnified Party shall be borne by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own negligence or willful misconduct. Each The Trust, on behalf of its Funds the Fund and only from applicable Fund Assets (or insurance purchased by a the Trust with respect to its liabilities on behalf of its Funds the Fund hereunder), shall defend, indemnify and hold harmless the CustodianCustodian and its Trustees, its officersOfficers, employees Employees and agents, Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each the Trust's duties with respect to its Funds the Fund hereunder or any other action or inaction of the respective Trust or its Trustees, Officers, employees Employees or agents Agents as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Custodian, its officersTrustees, employees Officers, Employees or agentsAgents. The Custodian shall defend, indemnify and hold harmless each the Trust and its Trustees, Officers, employees Employees or agents Agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds Fund hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employeesEmployees, agentsAgents, nominees or Sub-Custodians as to the FundsFund, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees Employees or agentsAgents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts Trust at the expense of the FundsFund, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the TrustsTrust, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds Fund shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of law. The Custodian shall be liable to the Trusts Trust for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance or misconduct on the part of the Custodian or any of its employees, agents, nominees or Sub-Custodians but not for any special, incidental, consequential, or punitive damages; provided, however, that nothing contained herein shall preclude recovery from the Custodian by a the Trust, on behalf of its Fundsthe Fund, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a the Fund's accounts account or penalties imposed on the TrustsTrust, in connection with the FundsFund, therefrom or for any failures to deliver Securities. In any case in which one party hereto may be asked to indemnify the other or hold the other harmless, the party from whom indemnification is sought (the "Indemnifying Party") shall be advised of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnification, and in the event the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal or other expenses in such situation for which indemnification has been sought under this paragraph, except the expenses of any additional counsel retained by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreement.

Concerning the Custodian. 1. (a) Except as otherwise expressly provided herein, the Custodian shall not be liable for any loss costs, expenses, damages, liabilities or damageclaims, including counsel feesattorneys' and accountants' fees (collectively, resulting from its action "Losses"), incurred by or omission to act or otherwiseasserted against the Fund, except for any such loss or damage those Losses arising out of its Custodian's own negligence or willful misconduct. Each Trust, on behalf of its Funds and only from applicable Fund Assets (or insurance purchased by a Trust with respect The Custodian agrees to its liabilities on behalf of its Funds hereunder), shall defend, indemnify and hold harmless the Custodian, Fund and Fund's Trustees and officers to the extent described above (including reasonable counsel fees) incurred or assessed against any of them as a result of any breach or violation of this Agreement by the Custodian or its officers, employees and agents, with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to each Trust's duties with respect to its Funds hereunder or any other action or inaction of the respective Trust agents or its Trusteesnominees, Officers, employees or agents as to the Funds, except such as may arise resulting from the negligent action, omission its negligence or willful misconduct of the Custodian, its officers, employees or agents. The Custodian shall defend, indemnify and hold harmless each Trust and its Trustees, Officers, employees or agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to agreement, (c) the date and time, if known, on which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, (f) the market value of Securities collateralizing the loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities and (g) a statement that such loan is in conformance with the Investment Company Act of 1940 and the Fund's then current Prospectus. The Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral and the executed promissory note, if any, against delivery by the lending bank or broker of the total amount payable as set forth in the Certificate. The Custodian may, at the option of the lending bank or broker, keep such collateral in its possession, but such collateral shall be subject to all rights therein given the lending bank or broker, by virtue of any promissory note or loan agreement. The Custodian shall deliver in the manner directed by the Trust from time to time such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in the paragraph. Such Trust shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that a Trust fails to specify in a Certificate the name of the issuer, the title and number of shares or the principal amount of any the Custodian's duties with respect to the Funds hereunder or any other action or inaction of the Custodian or its Trustees, Officers, employees, agents, nominees or Sub-Custodians as to the Funds, except such as may arise from the negligent action, omission or willful misconduct of the Trust, its Trustees, Officers, employees or agents. The Custodian may, with respect to questions of law apply for and obtain the advice and opinion of counsel to the Trusts at the expense of the Funds, or of its own counsel at its own expense, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel to the Trusts, and shall be similarly protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of its counsel, unless counsel to the Funds shall, within a reasonable time after being notified of legal advice received by the Custodian, have a differing interpretation of such question of lawmisconduct. The Custodian shall be liable to the Trusts Fund for any proximate loss or damage resulting from the use of the Book-Entry System or any Depository arising by reason of any negligence, misfeasance negligence or willful misconduct on the part of the Custodian or any of its employees, employees or agents, nominees . In no event shall Custodian be liable to the Fund or Sub-Custodians but not any third party for any special, incidental, consequentialindirect or consequential damages, or punitive damages; providedlost profits or loss of business, however, that nothing contained herein shall preclude recovery by a Trust, on behalf of its Funds, of principal and of interest to the date of recovery on, Securities incorrectly omitted from or included in a Fund's accounts or penalties imposed on the Trusts, arising in connection with this Agreement, nor shall Custodian or any Subcustodian be liable: (i) for acting in accordance with any Certificate, and reasonably believed by the FundsCustodian to be a Certificate, therefrom or Oral Instructions actually received by Custodian, provided such instructions reasonably appear to have been received from an Authorized Person; (ii) for acting in accordance with Instructions transmitted electronically without reviewing the same; (iii) for conclusively presuming that all Instructions transmitted electronically are given only person(s) duly authorized; (iv) for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 2(i) of Article II hereof; (v) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (vi) for any failures Losses due to deliver Securities. In forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; (vii) for the insolvency of any case Subcustodian (other than a Custodian Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of the Custodian's failure to fulfill its duties hereunder, any Foreign Depository; or (viii) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which one party hereto may be asked to indemnify the other affect, limit, prevent or hold the other harmlessimpose costs or burdens on, the party from whom indemnification is sought (transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the "Indemnifying Party") shall be advised transfer of all pertinent facts concerning the situation in question, and the party claiming a right to indemnification (the "Indemnified Party") will use a reasonable care to identify and notify the Indemnifying Party promptly concerning any situation which presents or appears to present a claim for indemnification against the Indemnifying Party. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of the indemnificationSecurities, and in the no event the Indemnifying Party so electsshall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, such defense shall be conducted by counsel chosen by the Indemnifying Party and satisfactory to the Indemnified Party and the Indemnifying Party will so notify the Indemnified Party and thereupon such Indemnifying Party shall take over the complete defense of the claim and the Indemnifying Party shall sustain no further legal convertibility or other expenses in such situation for which indemnification availability has been sought under this paragraphaffected, except the expenses of any additional counsel retained limited, or prevented by the Indemnified Party. In no case shall any party claiming the right to indemnification confess any claim such law, regulation or make any compromise in any case in which the other party has been asked to indemnify such party (unless such confession or compromise is made with such other party's prior written consent). The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the Trust Fund, and its assets and that Custodian may treat any account denominated in an affected currency as a group of separate accounts denominated in the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The Custodian acknowledges the limitation of liability provisions of Article XI of each Trust's Declaration of Trust and agrees that the obligations and liabilities of each Trust under this Agreement shall be limited by and to the extent of the Trust and its assets and that the Custodian shall not be entitled to seek satisfaction of any such obligation or liability from the Trusts' shareholders, Trustees, Officers, employees or agents. The obligations of the parties hereto under this paragraph shall survive the termination of this Agreementrelevant component currencies.