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<br />(b) Whenever U.S. Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or
<br />calls) confer optional rights on Custol1ler or provide for discretionary action or alternative courses of action by Customer, Customer
<br />shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must
<br />receive Customer's Written Instructions at Custodian's offices, addressed as Custodian may from time to time request, not later than
<br />noon (Florida time) at least two (2) B*iness Days prior to the last scheduled date to act with respect to such U.S. Securities (or such
<br />earlier date or time as Custodian mayinotifY Customer). Absent Custodian's timely receipt of such Written Instructions, Custodian
<br />shall not be liable for failure to take any action relating to or to exercise any rights conferred by such U.S. Securities.
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<br />5. All voting rights witl\ respect to U.S. Securities, however registered, shall be exercised by Customer or its designee.
<br />Custodian's only duty shall be to mailf to Customer any documents (including proxy statements, annual reports and signed proxies)
<br />relating to the exercise of such voting rights.
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<br />6. Custodian shall promptly advise Customer upon its notification of the partial redemption, partial payment or other
<br />action affecting less than all U.S. Secuj"ities of the relevant class. If Custodian or Depository holds any such U.S. Securities in which
<br />Customer has an interest as part of a [fungible mass, Custodian or Depository may select the U.s. Securities to participate in such
<br />partial redemption, partial payment or qther action in any non-discriminatory manner that it customarily uses to make such selection.
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<br />7. Custodian shall not t1J1der any circumstances accept bearer interest coupons which have been stripped from United
<br />States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.
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<br />8. Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with
<br />Custodian or a BNY Affiliate acting lis principal or otherwise through customary banking channels. Customer may issue standing
<br />Written Instructions with respect to f~reign exchange transactions but Custodian may establish rules or limitations concerning any
<br />foreign exchange facility made availabl~ to Customer. Customer shall bear all risks of holding cash denominated in a foreign currency.
<br />Without limiting the foregoing, custoper shall bear the risks that rules or procedures imposed by Depositories, exchange controls,
<br />asset freezes or other laws, rules, regulations or orders shall prohibit or impose burdens or costs on the transfer to, by or for the account
<br />of Customer of property held outside [Customer's jurisdiction or denominated in a currency other than its home jurisdiction or the
<br />conversion of cash from one currencyfinto another currency. Custodian shall not be obligated to substitute another currency for a
<br />currency whose transferability, convertibility or availability has been affected by such law, regulation, rule or procedure. Custodian
<br />shall not be liable to Customer for any loss resulting from any of the foregoing events.
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<br />9. To the extent that Cpstodian has agreed to provide pricing or other infonnation services in connection with this
<br />Agreement, Custodian is authorized tP utilize any vendor (including brokers and dealers of Securities) reasonably believed by
<br />Custodian to be reliable to provide suc~ infonnation. Customer understands that certain pricing infonnation with respect to complex
<br />fmancial instnunents (~, derivatives)lmay be based on calculated amounts rather than actual market transactions and may not reflect
<br />actual market values, and that the varilmce between such calculated amounts and actual market values mayor may not be material.
<br />Where vendors do not provide infonnation for particular Securities or other property, an Authorized Person may advise Custodian
<br />regarding the fair market value of, or p~ovide other infonnation with respect to, such Securities or property as detennined by it in good
<br />faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any
<br />pricing or other infonnation utilized by iCustodian hereunder.
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<br />10. From time to time C*stodian may make available to Customer or its agent(s) certain investment and ana1y1ic tools
<br />("Tools") which may be used to eva,uate Securities in the Account and compliance with Customer's investment guidelines and
<br />investment criteria. Such Tools, whether or not modified to meet specific needs of Customer, are provided "AS IS" and CUSTODIAN
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<br />DISCLAIMS ANY AND ALL WARR,\\. NTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOOLS, INCLUDING BUT
<br />NOT LIMITED TO WARRANTIE~ OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A
<br />PARTICULAR PURPOSE. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, CUSTODIAN
<br />SHALL NOT BE LIABLE FOR ANY LOSS, EXPENSE, DAMAGE, LIABILITY OR CLAIM SUFFERED OR INCURRED BY
<br />CUSTOMER OR ANY OTHER PERS~)N AS A RESULT OF USE OF, OR RELIANCE UPON, ANY TOOLS BY CUSTOMER OR
<br />ANY OTHER PERSON.
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