Common use of Responsibility of the Bank Clause in Contracts

Responsibility of the Bank. (a) In the performance of its duties hereunder, the Bank shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts to assure the accuracy and completeness of all services performed under this Agreement. Except as provided in (b) below, the Bank shall be responsible for all direct losses occasioned by the Bank's negligent failure to perform its duties under this Agreement, including but not limited to losses related to inaccuracies in the daily reports (upon which the Company and its agents rely in calculating the Fund's net asset value and in determining whether the Company and the Funds are in compliance with the 1940 Act and the requirements of Subchapter M of the Internal Revenue Code of 1986 (as amended) to be provided under Paragraph 17 hereof or otherwise. However, the Bank shall not be liable for any incidental, consequential or punitive damages. (b) The Bank shall assume entire responsibility for loss occasioned by robbery, burglary, fire, theft or mysterious disappearance irrespective of whether such losses occur while such Property is in possession of the Bank or the possession of one of the Bank's agents, nominees, depositories, correspondents or sub-custodians appointed pursuant to Paragraph 7 hereof or any Book-Entry System. In the event of any such loss the Bank's liability shall be limited to the replacement value thereof as of the date of the discovery of such loss and the Bank, at the Company's option, shall make prompt replacement of Property with like kind and quality or shall make prompt restitution to the Fund for such loss. In addition, in the event of any loss of the Property due to any other cause, unless the Bank can prove that it and its agents, nominees, depositories and correspondents were not negligent and did not act with willful misconduct, the Bank will be liable for such loss. Notwithstanding the foregoing, the Bank shall not be liable for losses occurring by reason of acts of civil or military authority, national emergencies, floods, acts of God, insurrections, wars, riots or similar catastrophes. (c) The Bank shall not have any duty or obligation to inquire (i) into the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, if any, and which the Bank reasonably believes to be genuine; (ii) the validity or invalidity of the issuance of any securities included or to be included in the Property, the legality or illegality of the purchase of such securities, or the propriety or impropriety of the amount paid therefor; (iii) the legality or illegality of the sale (or exchange) of any Property or the propriety or impropriety of the amount for which such Property is sold (or exchanged); or (iv) whether any Property at any time delivered to or held by the Bank may properly be held by or for the Fund.

Responsibility of the Bank. (a) In the performance of its duties hereunder, the Bank shall be obligated to exercise care and diligence and to act in good faith and to use its best efforts to assure the accuracy and completeness of all services performed under this Agreement. Except as provided in (b) below, the Bank shall be responsible for all direct losses occasioned by the Bank's negligent failure to perform its duties under this Agreement, including but not limited to losses related to inaccuracies in the daily reports (upon which the Company Fund and its agents rely in calculating the Fund's net asset value and in determining whether the Company and the Funds are Fund is in compliance with the 1940 Act and the requirements of Subchapter M of the Internal Revenue Code of 1986 (as amended) to be provided under Paragraph 17 16 hereof or otherwise. However, the Bank shall not be liable for any incidental, consequential or punitive damages. (b) The Bank shall assume entire responsibility for loss occasioned by robbery, burglary, fire, theft or mysterious disappearance irrespective of whether such losses occur while such Property is in possession of the Bank or the possession of one of the Bank's agents, nominees, depositories, correspondents or sub-custodians appointed pursuant to Paragraph 7 6 hereof or any Book-Entry System. In the event of any such loss the Bank's liability shall be limited to the replacement value thereof as of the date of the discovery of such loss and the Bank, at the CompanyFund's option, shall make prompt replacement of Property with like kind and quality or shall make prompt restitution to the Fund for such loss. In addition, in the event of any loss of the Property due to any other cause, unless the Bank can prove that it and its agents, nominees, depositories and correspondents were not negligent and did not act with willful misconduct, the Bank will be liable for such loss. Notwithstanding the foregoing, the Bank shall not be liable for losses occurring by reason of acts of civil or military authority, national emergencies, floods, acts of God, insurrections, wars, riots or similar catastrophes. (c) The Bank shall not have any duty or obligation to inquire (i) into the validity or invalidity or authority or lack thereof of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, if any, and which the Bank reasonably believes to be genuine; (ii) the validity or invalidity of the issuance of any securities included or to be included in the Property, the legality or illegality of the purchase of such securities, or the propriety or impropriety of the amount paid therefor; (iii) the legality or illegality of the sale (or exchange) of any Property or the propriety or impropriety of the amount for which such Property is sold (or exchanged); or (iv) whether any Property at any time delivered to or held by the Bank may properly be held by or for the Fund.