Common use of Appointment of Agents Clause in Contracts

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Boards in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company Funds and provide it them with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company Funds shall give its their written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Boards of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Funds that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the Fund's Funds’ assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and the contract governing the Fund's Funds’ arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general genera reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the a Fund shall be at the Custodian's expense and shall not relieve provided that, if the Custodian utilizes the services of any of its obligations or liabilities under this Agreement. The a Sub-Custodian, the Custodian shall be remain fully liable and responsible for any losses caused to the actions of Trust and any Sub-Custodians appointed by it as if such actions had been done Fund by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by if the Custodian and was directly responsible for any such losses under the Fundterms of this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the any Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of each of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's with respect to such arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the any Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the Fund's Funds' assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and the contract governing the such Fund's arrangements with such Sub-Custodian. The Trust may instruct the Custodian to cease employment of any one or more Sub-Custodians for maintaining the Funds' assets.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Directors/Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify KCM and the Company Funds and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At KCM shall at the meeting of the Board of Directors Directors/Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Directors/Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company KCM and Funds that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionEach Lender hereby appoints (i) each of BNP, Chinatrust, CACIB, CS, X.X. Xxxxxx, NATIXIS and Shinhan as a Mandated Lead Arranger hereunder; and (ii) ICBC as the Custodian may appoint one or more Sub-Custodians Lead Arranger hereunder, and each Lender hereby authorizes each such Person to act as Securities Depositories a Mandated Lead Arranger or Lead Arranger in accordance with the terms hereof and the other Credit Documents. BNP Paribas Hong Kong Branch is hereby appointed the Facility Agent and the Security Agent hereunder and under the other Credit Documents and each Lender hereby authorizes BNP Paribas Hong Kong Branch to act as sub-custodians the Facility Agent and the Security Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to hold Securities act in its capacity as such upon the express conditions contained herein and cash the other Credit Documents, as applicable. Without limiting the generality of the Fund and to carry out such other provisions of in the Credit Documents, each Agent shall promptly notify the other Finance Parties if it receives notice from a Credit Party or a Lender referring to this Agreement as describing a Default or it may determine; provided, however, that is aware of the appointment non-payment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations principal, interest or liabilities other fee payable to a Finance Party under this Agreement. The Custodian provisions of Section 9 are solely for the benefit of the Agents and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each Mandated Lead Arranger and Lead Arranger, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. None of BNP, Chinatrust, CACIB, CS, X.X. Xxxxxx, NATIXIS and Shinhan in its capacity as a Mandated Lead Arranger, nor ICBC in its capacity as the Lead Arranger, shall have any obligations arising under any Credit Document, but shall be liable for entitled to all benefits of Section 9 and elsewhere in the actions of any Sub-Custodians appointed by it as if such actions had been done by Credit Documents to the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fundextent provided therein. (b) If, after Each Lender hereby authorizes the initial approval Facility Agent to enter into the Intercreditor Agreement for and on behalf of Sub-Custodians by such Lender. Upon the Board Facility Agent’s execution of Directors in connection with this the Intercreditor Agreement, the Custodian wishes each Lender hereby agrees to appoint other Sub-Custodians to hold property be bound by all of the Fundterms, it will so notify the Company provisions and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes conditions in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such Intercreditor Agreement as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States“Senior Lender” party thereto. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors Managers next following receipt of such notice and information, the Company Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians this Agreement by the Board of Directors in connection with and the initial appointment of Sub-Custodians pursuant to this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Funds’ assets with a Sub-Custodian, the Custodian will determine that the Funds’ assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Funds’ assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the withdrawal or placement of the Securities and cash of the each Fund with a particular Sub-Custodian and of any material changes in the Fund's Funds’ arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly as soon as reasonably practicable take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (ef) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the Fund's Funds’ assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable)controls, its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund the Funds’ assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States; and (v) the custody arrangement provides reasonable safeguards against custody risks associated with maintaining assets with the Eligible Securities Depositories. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund's Funds’ arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Funds or their investment adviser of any material change in these risks. (h) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Funds shall be entitled and shall credit such income, as collected, to the Company. In the event that extraordinary measures are required to collect such income, the Company and Custodian shall consult as to the measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, The Fund hereby appoints the Custodian may appoint one or more Sub-Custodians Agents as the Fund’s sole and exclusive agents to effect the sale of the Offered Units and the Additional Units to purchasers on a best efforts basis on the terms and conditions hereinafter provided. Each of the Agents agrees to act as Securities Depositories or as sub-custodians the Fund’s agent for such purpose and to hold Securities and cash use its best efforts to effect the sale of the Fund Offered Units and the Additional Units on the Fund’s behalf, subject to carry out such other provisions of this Agreement as it may determine; the terms and conditions hereinafter provided, however, . It is understood that the appointment of any such Agents shall act as agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense only and shall not relieve at any time be obligated to purchase or to arrange for the Custodian purchase of any Offered Units. The Agents may form a sub-agency group including other qualified investment dealers (the “Sub Agents”), and may determine the fee payable to the members of such group, which fee will be paid by the Agents out of the Agency Fee. Each of the Agents will effect sales of the Offered Units and the Additional Units only in those jurisdictions where they may be lawfully offered for sale or sold and upon the terms and conditions set forth in the Final Prospectus and this Agreement. The Agents will not solicit offers to purchase or sell the Offered Units and the Additional Units so as to require registration thereof or the filing of a Final Prospectus with respect thereto under the laws of any jurisdiction other than the Qualifying Jurisdictions. Each of the Agents understands that the Offered Units and the Additional Units are not being registered under the United States Securities Act of 1933, as amended, and represents that it has not offered or sold, and agrees that it will not offer, sell or deliver at any time, directly or indirectly, in the United States (which term, as used herein, includes its territories or possessions) or to or for the account of any person who it knows or has reason to believe is a national or resident thereof, any of the Offered Units or the Additional Units. Each of the Agents further agrees that it will require any dealer who purchases from it any of the Offered Units or the Additional Units (whether as a Sub Agent or otherwise) to comply with this requirement. The Agents agree to sell the Offered Units and the Additional Units only in the Qualifying Jurisdictions and in accordance with, and in a manner permitted by, the laws of each jurisdiction in which such Units are sold and to require each Sub Agent to agree with the Agents to so sell such Units. The Agents further agree, subject to receipt of the same from the Fund, to send a copy of the Final Prospectus to all purchasers of the Units and all Prospectus Amendments to all persons to whom copies of the Final Prospectus are sent and to send a copy of the Non-Offering Prospectus to each purchaser of Units in the Province of Québec prior to the purchase of Units by such person in the Province of Québec and to require each Sub Agent to agree with the Agents to distribute the same documents in the manner stipulated. For the purposes of this Section, the Agents shall be entitled to assume that the Offered Units and the Additional Units are qualified for Distribution in any Qualifying Jurisdiction where a receipt or similar document (including the deemed receipt from the other Qualifying Jurisdictions pursuant to the Passport System) for the Final Prospectus shall have been obtained from the applicable regulatory authority following the filing of the Final Prospectus. The obligations of the Agents set out herein are several and not joint. An Agent will not be liable hereunder with respect to any act, omission or liabilities conduct of any other Agent under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) IfAgents will, after the initial approval Closing Date, use their best efforts to promptly complete the distribution of Sub-Custodians by the Board of Directors in connection with this AgreementOffered Units, and if applicable, the Custodian wishes Additional Units and the Agents will notify the Fund and Marret if and when, in their opinion, the distribution of Offered Units and, if applicable, Additional Units has been completed and shall, as soon as is practicable thereafter (and in any event within the time periods necessary to appoint other Sub-Custodians to hold property obtain a refund of filing fees), provide the Fund and Marret with a breakdown of the Fundnumber of Offered Units and, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Actif applicable, including a copy Additional Units distributed in each of the proposed agreement Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to securities commissions. The Fund shall co-operate in all respects with such Sub-Custodian. At the meeting Agents to allow and assist the Agents to participate fully in the preparation of the Board Final Prospectus and any Prospectus Amendment (as further described in Section 7) and shall at all times allow the Agents and their counsel to conduct all “due diligence” investigations and examinations which the Agents may reasonably require in that connection. It shall be a condition precedent to the Agent’s execution of Directors next following receipt any certificate relating to the Offering that the Agents be satisfied, acting reasonably, as to the form and content of such notice and information, the Company shall give its written approval or disapproval of the proposed actiondocument. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians that are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Trust, on behalf of a Fund, and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians Sub‑Custodians to hold property of the Trust, on behalf of a Fund, it will so notify the Company Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain a Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarterquarter after the date of this Agreement, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the Fund Trust, on behalf of a Fund, with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act. (e) With respect to its responsibilities , as applicable, and shall notify the Board of Trustees as promptly as practicable under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping circumstances of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesaction. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Fiscal Agent is appointed, and the Fiscal Agent agrees to act, as Fiscal agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) In its discretion, giving effectuation instructions in respect of each Global Note which is held under the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund.NSS; (b) Ifdetermining the interest payable in respect of the Notes in accordance with the Conditions, after unless otherwise specified in the initial approval applicable Pricing Supplement; (c) arranging on behalf of Sub-Custodians and at the expense of the Issuer and/or the Guarantor for notices to be communicated to the Noteholders in accordance with the Conditions; (d) ensuring that, as directed by the Board Issuer, all necessary action is taken to comply with any reporting requirements of Directors any competent authority in connection respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (e) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may require; DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 (f) acting as Calculation Agent in respect of Floating Rate Notes and solely (unless otherwise agreed with the Issuer) with respect to any calculations required pursuant to Condition 5.2 where named as such in the applicable Pricing Supplement; and (g) performing all other obligations and duties imposed upon it by the Conditions, this AgreementAgreement and the Procedures Memorandum. 2.2 In the event that the Calculation Agent cannot act or is unable to act, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so Calculation Agent shall notify the Company Issuer promptly, and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following on receipt of such notice the Issuer shall appoint an alternative institution as Calculation Agent, by entering into an agreement substantially in the form set out in Schedule 1. 2.3 Each Paying Agent is appointed, and informationeach Paying Agent agrees to act, the Company shall give its written approval or disapproval as paying agent of the proposed actionIssuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Global Notes and delivering Definitive Notes; (b) paying sums due on Notes; and (c) The performing all the other obligations and duties imposed upon it by the Conditions, this Agreement between and the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assetsProcedures Memorandum, including, without limitation: (i) , those set out in clause 9. The Registrar may from time to time, subject to the Sub-Custodian's practicesprior written consent of the Issuer, procedures, delegate certain of its functions and internal controls for certificated securities (if applicable), its method duties set out in this Agreement to the Fiscal Agent. 2.6 In relation to each issue of keeping custodial records, and its security and data protection practices; (ii) whether Notes intended to be held under the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities DepositoryNSS, the Securities Depository's operating history Issuer hereby authorises and number instructs the Fiscal Agent to elect Euroclear/Clearstream, Luxembourg as Common Safekeeper. From time to time, the Issuer and the Fiscal Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of participants; Euroclear and (iv) whether Clearstream, Luxembourg to jointly determine that the Fund will have jurisdiction over other shall act as Common Safekeeper in relation to any such issue and be able agrees that no liability shall attach to enforce judgments against the Sub-Custodian, Fiscal Agent in respect of any such as election made by virtue it. 2.7 The obligations of the existence of any offices of the SubAgents under this Agreement are several and not joint. DOCPROPERTY "cpCombinedRef" 0012034-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.0005260 UKO2: 2004076912.9

Appointment of Agents. (a) In its discretiondiscretion and subject to Section 3.3(b) below, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Fund shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3Article III, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseeach Fund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's ’s assets with a particular Sub-Custodian and the contract governing the a Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed actionCorporation. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes change in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Sub- Custodian's practices, procedures, and internal controls controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the each Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the each Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board Boards of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the each Fund, it will so notify the Company Tocqueville Funds and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Tocqueville Funds shall at the meeting of the Board Boards of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board Boards of Directors Trustees of the placement of the Securities and cash of the each Fund with a particular Sub-Custodian and of any material changes in the each Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the each Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Tocqueville Funds that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseeach Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the each Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the each Fund's assets with a particular Sub-Custodian and the contract governing the each Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians FSFP is hereby appointed Collateral Agent hereunder to act on behalf of all Lenders as Securities Depositories or collateral agent under this Agreement and the Related Documents. Union Bank is hereby appointed Administrative Agent hereunder to act on behalf of all Lenders as sub-custodians to hold Securities administrative agent under this Agreement and cash of the Fund and to carry out such other Related Documents. The provisions of this Agreement subsection 15.2 are solely for the benefit of Agents and Lenders and no Person shall have any rights as it may determine; provided, however, that the appointment a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions hereof. In performing their respective functions and duties under this Agreement and the Related Documents, each Agent shall be at the Custodian's expense act solely as an agent of Lenders and does not assume and shall not relieve the Custodian be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, either Agent in its individual capacity as a Lender hereunder. Each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder. Either Agent may resign at any time by giving thirty (30) days prior written notice thereof to each Lender and Borrower. Upon any such resignation, the Requisite Lenders shall have the right, upon five days notice to Borrower, to appoint a successor Agent who is a Lender or liabilities an Eligible Assignee. Upon acceptance of appointment, the successor Agent shall succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent under this Agreement. The Custodian Agreement and the Related Documents, and the retiring Agent shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian discharged from any responsibility or liability unless as agreed in writing by the Custodian its duties and obligations under this Agreement and the Fund. Related Documents. If either Agent shall request instructions from the Requisite Lenders with respect to any act or action (bincluding failure to act) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this AgreementAgreement or any Related Document, the Custodian wishes then such Agent shall be entitled to appoint other Sub-Custodians refrain from such act or taking such action unless and until such Agent shall have received instructions from Requisite Lenders; and such Agent shall not incur liability to hold property any Person by reason of the Fund, it will so notify the Company and provide it with information reasonably necessary refraining. Each Agent shall be fully justified in failing or refusing to determine take any action hereunder or under any Related Document (a) if such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing andaction would, in the case opinion of such Agent be contrary to law or the terms of this Agreement or any Related Document or (b) if such Agent shall not first be indemnified to its satisfaction by Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against either Agent as a Securities Depository, result of such Agent acting or refraining from acting hereunder or under any Related Document in accordance with the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue instructions of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesRequisite Lenders. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: : (i) the Sub-CustodianSubCustodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, Subject to the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities terms and cash conditions of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Primary Parties hereby appoint (i) Stifel to appoint other Sub-Custodians to hold property consult with, advise and assist the Primary Parties in connection with the sale of the FundOffer Shares in the Offering, it will so notify (ii) Stifel as sole book running manager and Sterne Agee as co-manager for the purpose of soliciting or receiving purchase orders for Offer Shares in connection with the sale of the Offer Shares in the Syndicated Community Offering, if applicable, and (iii) Stifel as the managing underwriter and Sterne Agee as the co-manager in the Public Offering, if applicable. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of this Agreement, Stifel accepts such appointment and agrees to use its best efforts to assist the Primary Parties with the solicitation of subscriptions and purchase orders for the Offer Shares and agrees to consult with and advise the Primary Parties as to the matters set forth in Section 3 of the letter agreement, dated November 16, 2012, among the MHC, the Mid-Tier Holding Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under Stifel (the 1940 Act, including “Letter Agreement”) (a copy of which is attached hereto as Exhibit B), including the proposed agreement with such Sub-Custodian. At the meeting coordination of the Board of Directors next following receipt of such notice Syndicated Community Offering or Public Offering, and informationto solicit offers to purchase Offer Shares in the Syndicated Community Offering or Public Offering. It is acknowledged by the Primary Parties that the Agents (i) shall not be obligated to purchase any Offer Shares, except as provided in the Company Underwriting Agreement, if applicable and (ii) shall give its written approval not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions order. Except as set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarterSection 13 hereof, the Custodian shall provide written reports notifying the Board of Directors appointment of the placement Agents to provide services hereunder shall terminate upon consummation of the Securities Offering. If selected broker-dealers in addition to Stifel and cash Sterne Agee are used to assist in the sale of Offer Shares in the Syndicated Community Offering, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint Stifel as sole book running manager of the Fund with a particular SubSyndicated Community Offering, and Sterne Agee as co-Custodian manager. On the basis of the representations and warranties of any material changes the Primary Parties contained in, and subject to the terms and conditions of this Agreement, the Representative accepts such appointments and agrees to manage the selling group of broker-dealers in the Fund's arrangementsSyndicated Community Offering. The Custodian shall promptly take such steps as may If undertaken, the Syndicated Community Offering will be required conducted in accordance with certain Commission rules applicable to withdraw assets best efforts offerings. If Offer Shares are offered to the general public in the Public Offering, in lieu of the Fund from any SubSyndicated Community Offering, at the request of the Holding Company, Stifel may enter into an underwriting agreement with the Holding Company (the “Underwriting Agreement”) (the form of which is attached hereto as Exhibit E) for the Public Offering in a form to be agreed upon by the Holding Company and Stifel. Stifel will serve as managing underwriter of the Public Offering and Sterne Agee will serve as co-Custodian that has ceased manager. Stifel will endeavor to meet distribute the Offer Shares among the selected underwriters, if any, in a fashion which best meets the distribution objectives of the Holding Company and the requirements of Rule 17f-5 under the 1940 Act. (e) With respect Plan, which may result in limiting the allocation of stock to its responsibilities under this Section 3.3, certain selected underwriters. It is understood that in no event shall Stifel be obligated to enter into the Custodian hereby warrants Underwriting Agreement or to take or purchase Offer Shares except pursuant to the Company that it agrees Underwriting Agreement. The Underwriting Agreement will not be entered into by Stifel and the Primary Parties until immediately prior to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property completion of the Fund would be expected Public Offering and the filing of a post-effective amendment to exercisethe Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. The Custodian further warrants At that time, Stifel as Representative will represent that they have received sufficient indications of interest to complete the Fund's assets transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, Stifel and any other underwriters will be obligated to purchase all the shares subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesPublic Offering. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Sub- Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Sub- Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Sub- Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, If the Custodian shall provide written reports notifying intends to remove any Sub-Custodian previously approved by the Board of Directors of Trustees, it shall so notify the placement of Trust and move the Securities and cash of the Fund deposited with a particular such Sub-Custodian and to another Sub-Custodian previously approved by the Board of any material changes in the Fund's arrangementsTrustees. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from remove any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the The Custodian hereby warrants to the Company Trust that it agrees in its opinion, after due inquiry, the established procedures to exercise reasonable care, prudence and diligence such as a person having responsibility for be followed by each Sub-Custodian in connection with the safekeeping of property of the Fund would be expected pursuant to exercise. The Custodian further warrants this Agreement afford protection for such property not materially different from that afforded by the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities established safekeeping procedures with respect to similar property held by it (if applicable), its method of keeping custodial records, and its security and data protection practices; (iisecurities depositories) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing andin Cincinnati, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesOhio. (f) The Custodian shall establish oversee the maintenance of any Securities held for the Fund by any Sub-Custodian. Any Securities held by a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian will be subject only to the instructions of the Custodian or its agents; and any Securities held in an eligible foreign securities depository for the contract governing account of a Sub-Custodian will be subject only to the Fund's arrangements with instructions of such Sub-Custodian. In the event that a Sub-Custodian permits any of the Securities placed in its care to be held in an eligible foreign securities depository, such Sub-Custodian will be required by its agreement with the Custodian to identify on its books such Securities as being held for the account of the Custodian as a custodian for its customers.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-CustodianCustodian governing the arrangements with respect to the Fund.

Appointment of Agents. (a) In its discretion, and subject to the Trust's arrangement with its Foreign Custody Manager, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(c)(2)(i). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Trustee hereby appoints, on the terms and subject to the conditions of this Agreement, Citibank, N.A., London Branch at its specified office in London as Principal Paying Agent and a Transfer Agent in respect of the Certificates and, subject to Clause 22.8 and Clause 22.9, as Calculation Agent for the following purposes: (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash determining certain periodic distribution amounts payable in respect of the Fund Certificates; and (b) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 7.6 to Clause 7.9. 2.2 The Trustee hereby appoints, on the terms and subject to carry out such other provisions the conditions of this Agreement, Citigroup Global Markets Europe AG at its specified office in Germany as Registrar in respect of the Certificates. 2.3 Each Agent accepts its appointment, and agrees to act, as agent of the Trustee in relation to the Certificates and agrees to comply with the terms of this Agreement as and the Conditions. Each Agent shall only be obliged to perform the duties specified for it may determine; provided, however, that in this Agreement and the appointment of any such agents Conditions and maintenance of any Securities and cash shall have no implied duties. The obligations of the Fund Agents under this Agreement are several and not joint. No Agent shall be at obliged to perform additional duties unless it shall have previously agreed in writing to perform such duties. If the Custodian's expense and Conditions are amended on or after a date on which any Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, such Agent shall not relieve be obliged to perform such duties as so amended unless it has first approved in writing the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for relevant amendment to the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed Conditions. 2.4 Each Agent shall, on demand in writing by the Custodian Delegate made at any time after a Dissolution Event or a Potential Dissolution Event shall have occurred or the Certificates shall otherwise have become due and repayable and until further notified in writing by the Delegate to the contrary, so far as permitted by applicable law: (a) act as agent of the Delegate in relation to payments to be made under the Master Trust Deed, the relevant Supplemental Trust Deed and the Fund.Certificates mutatis mutandis on the terms of this Agreement (save that the Delegate's liability under any provision of this Agreement for the indemnification, remuneration and payment of any expenses of any Agent shall be limited to the amounts for the time being held on trust under the Master Trust Deed and the relevant Supplemental Trust Deed in relation to the Certificates and available for the purpose) and thereafter hold all Certificates and all sums, documents and records held by them in respect of the Certificates on behalf of the Delegate; and/or (b) Ifdeliver up all Certificates and all sums, after documents and records held by them in respect of the initial approval Certificates to the Delegate or as the Delegate shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation. 2.5 Pursuant to the Master Trust Deed, the Delegate may, by notice in writing to the Trustee, Majid Al Futtaim Properties, the Guarantor and the Agents require the Trustee, Majid Al Futtaim Properties or the Guarantor, as the case may be, to make all subsequent payments in respect of Sub-Custodians the Certificates to or to the order of the Delegate and not to the Principal Paying Agent with effect from the issue of any such notice and until such notice is withdrawn. Any such payments shall be in full and final discharge of the Trustee's, Majid Al Futtaim Properties' or the Guarantor's corresponding obligations in respect of the Certificates. 2.6 Each Agent xxxxxx agrees to accept its appointment by the Board Delegate upon receipt of Directors the notice referred to in connection Clause 2.4. 2.7 The Agents are authorised by the United Kingdom Prudential Regulation Authority and regulated by the United Kingdom Financial Conduct Authority. Nothing in this Agreement shall require any Agent to carry on an activity of a kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001, or to lend money to the Trustee. 2.8 The Trustee shall forthwith notify the Agents of any change in the person or persons comprising the Delegate. 2.9 The Trustee confirms and each Agent acknowledges that the rights of the Trustee under this Agreement are held by the Trustee pursuant to the Master Trust Deed. In accordance with the terms of this Agreement, each Agent xxxxxx agrees to comply with instructions given to it by the Custodian wishes Trustee or, as the case may be, the Delegate. The Agents shall be entitled to appoint refrain from acting, without liability to the Trustee, the Guarantor, the Delegate or any other Sub-Custodians person, if conflicting, unclear, incomplete or equivocal instructions are received, provided that the relevant Agent shall notify the Trustee, the Guarantor and the Delegate, as applicable, if it deems any instruction received to hold property of the Fundbe conflicting, unclear, incomplete or equivocal, failing which it will so notify the Company and provide it with information reasonably necessary be deemed to determine any have accepted such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Actinstruction as non- conflicting, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationunclear, the Company shall give its written approval incomplete or disapproval of the proposed actionequivocal. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its reasonable discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company Trust shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors Managers next following receipt of such notice and information, the Company Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act0000 Xxx. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Sub- Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Trustee (a) In its discretionand for the limited purpose set out in Clause 2.4, the Custodian may appoint one or more Sub-Custodians Delegate) hereby appoints, on the terms and subject to act the conditions of this Agreement, Deutsche Bank AG, London Branch at its specified office in London as Securities Depositories or as sub-custodians to hold Securities and cash Principal Paying Agent in respect of the Fund Certificates, a Transfer Agent in respect of the Certificates and, subject to Clauses 22.9 and 22.10, as Calculation Agent for the purposes of determining certain Periodic Distribution Amounts payable in respect of the Certificates. 2.2 The Trustee (and for the limited purpose set out in Clause 2.4, the Delegate) hereby appoints, on the terms and subject to carry out such other provisions the conditions of this Agreement, Deutsche Bank Luxembourg S.A. at its specified office in Luxembourg as Registrar. 2.3 Each Agent accepts its appointment, and agrees to act, as agent of the Trustee in relation to the Certificates and agrees to comply with the terms of this Agreement as and the Conditions. Each Agent shall only be obliged to perform the duties specified for it may determine; providedin this Agreement, however, that the appointment of any such agents Conditions and maintenance of any Securities the applicable Final Terms and cash shall have no implied duties. The obligations of the Fund Agents under this Agreement are several and not joint. No Agent shall be at obliged to perform additional duties unless it shall have previously agreed in writing to perform such duties. If the Custodian's expense and Conditions are amended on or after a date on which any Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, such Agent shall not relieve be obliged to perform such duties as so amended unless it has first approved in writing the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for relevant amendment to the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed Conditions. 2.4 Each Agent shall, on demand in writing by the Custodian Delegate made at any time after a Dissolution Event or a Potential Dissolution Event shall have occurred or the Certificates shall otherwise have become due and payable and until further notified in writing by the Delegate to the contrary, so far as permitted by applicable law: (a) act as agent of the Delegate in relation to payments to be made under the Master Trust Deed, the relevant Supplemental Trust Deed and the Fund.Certificates mutatis mutandis on the terms of this Agreement (save that the Delegate's liability under any provision of this Agreement for the indemnification, remuneration and payment of any expenses of any Agent shall be limited to the amounts for the time being held on trust under the Master Trust Deed and the relevant Supplemental Trust Deed in relation to the Certificates and available for the purpose) and thereafter hold all Certificates and all sums, documents and records held by them in respect of the Certificates on behalf of the Delegate; and/or (b) Ifdeliver up all Certificates and all sums, after documents and records held by them in respect of the initial approval Certificates to the Delegate or as the Delegate shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation. 2.5 Pursuant to the Master Trust Deed, the Delegate may, by notice in writing to the Trustee, DIB and the Agents require the Trustee or DIB, as the case may be, to make all subsequent payments in respect of Sub-Custodians the Certificates to or to the order of the Delegate and not to the Principal Paying Agent with effect from the issue of any such notice and until such notice is withdrawn. Any such payments shall be in full and final discharge of the Trustee's or DIB's corresponding obligations in respect of the Certificates. 2.6 Each Agent xxxxxx agrees to accept its appointment by the Board Delegate upon receipt of Directors the notice referred to in connection Clause 2.4. 2.7 The Trustee shall forthwith notify the Agents of any change in the person or persons comprising the Delegate. 2.8 The Trustee confirms and each Agent acknowledges that the rights of the Trustee under this Agreement are held by the Trustee pursuant to the Master Trust Deed. In accordance with the terms of this Agreement, each Agent xxxxxx agrees to comply with instructions given to it by the Custodian wishes to appoint other Sub-Custodians to hold property of Trustee or, as the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationcase may be, the Company shall give its written approval or disapproval of the proposed actionDelegate. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. As promptly as practicable following the date hereof, Riesling shall appoint one or more banks or trust companies or other independent financial institutions (aeach of which institution and appointment shall be subject to the written consent of Chardonnay, such consent not to be unreasonably withheld, conditioned or delayed) In its discretionto act as: (i) contribution agent in connection with the Share Exchange (in such function, the Custodian “Contribution Agent”), pursuant to a contribution agent agreement with the Contribution Agent, New Parent, Chardonnay and a shareholder representative to be designated by Chardonnay, in form and substance reasonably satisfactory to New Parent, Riesling and Chardonnay (the “Contribution Agent Agreement”), (ii) depositary under a deposit agreement in connection with the issuance of American Depositary Shares representing New Parent Ordinary Shares (“New Parent ADSs”), which may be evidenced by American Depositary Receipts (“New Parent ADRs” and the depositary in such function, the “Depositary”) pursuant to an agreement with the Depositary, effective prior to the Effective Time, which shall be in customary form and otherwise in form and substance reasonably satisfactory to Riesling and Chardonnay (the “Deposit Agreement”), and (iii) exchange agent in connection with the Share Exchange (in such function, the “Exchange Agent”), pursuant to an exchange agent agreement with the Exchange Agent in form and substance reasonably satisfactory to Riesling and Chardonnay, which agreement shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement (the “Exchange Agent Agreement”). Riesling and/or New Parent, with the consent of Chardonnay (not to be unreasonably withheld, conditioned or delayed) may appoint one or more Sub-Custodians substitute persons to act as Securities Depositories or as sub-custodians to hold Securities and cash perform any of the Fund functions of described in this Section 1.1. Solely to accommodate the transactions described in this Section 1, the Contribution Agent Agreement shall require that, not earlier than one Business Day prior to the Closing Date, the Contribution Agent be registered as New Parent’s fiduciary (for the period prior to the Effective Time only), as the record holder of all of the issued and outstanding shares of common stock of Merger Sub (the “Merger Sub Common Stock”), and New Parent shall so transfer record ownership of all shares of Merger Sub Common Stock to carry out such other provisions of this Agreement as it may determinethe Contribution Agent; provided, howeverthat, that at and after the appointment of any such agents and maintenance of any Securities and cash Effective Time, the Contribution Agent shall act as a fiduciary of the Fund shall be at the Custodian's expense and shall not relieve the Custodian former holders of any of its obligations or liabilities under this Agreement. The Custodian shall be liable Chardonnay Common Stock for purposes of, among other things, ensuring for the actions benefit of any Sub-Custodians appointed by it as if such actions had been done former holders the consummation of the Share Capital Increase and the Share Issuance. Under the Contribution Agent Agreement (inter alia), the Contribution Agent shall, among other things, take on the obligation towards the holders of Chardonnay Common Stock to execute a subscription certificate (Zeichnungsschein) and to transfer all of the issued and outstanding shares of Surviving Corporation Common Stock to New Parent following the Effective Time pursuant to Section 1.8(a). For the avoidance of doubt, for the period prior to the Effective Time, New Parent shall continue to be the beneficial owner of the Merger Sub Common Stock held of record by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the FundContribution Agent. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In Custodian may employ suitable --------------------- agents, which may include affiliates of Custodian, such as Bear Xxxxxxx or BSSC, both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) Upon notification of the Fund and in its discretion, the Custodian may appoint one appoint, and, upon notification of the Fund, at any time remove, any domestic bank or more Sub-Custodians trust company which is qualified to act as Securities Depositories or a custodian under the 1940 Act as sub-custodians custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , and, upon notification of the Fund, may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agents agent or opening and maintenance of any Securities and cash of the Fund such accounts shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Written Instructions to appoint other Sub-Custodians to hold property of do so and at the Fund's expense, it will so notify the Company and provide it with information reasonably necessary Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to determine any such new Sub-Custodian's eligibility under Rule 17f-5 act as a custodian under the 1940 Act, including a copy of and (ii) notwithstanding anything to the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationcontrary in Section 9.1 below or elsewhere in this Agreement, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of have no greater liability to the Fund with a particular Sub-Custodian and for the actions or omissions of any material changes in the Fund's arrangements. The such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall promptly take such steps as may not be required to withdraw assets of the Fund from discharge any Subsuch liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian that against it or has ceased otherwise discharged its liability to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesfull. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Trustee hereby appoints, on the terms and subject to the conditions of this Agreement, Citibank, N.A., London Branch at its specified office in London as Principal Paying Agent and a Transfer Agent in respect of the Certificates and, subject to Clause 22.8 and Clause 22.9, as Calculation Agent for the following purposes: (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash determining certain periodic distribution amounts payable in respect of the Fund Certificates; and (b) determining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 7.6 to Clause 7.9. 2.2 The Trustee hereby appoints, on the terms and subject to carry out such other provisions the conditions of this Agreement, Citibank, N.A., London Branch at its specified office in the United Kingdom as Registrar in respect of the Certificates. 2.3 Each Agent accepts its appointment, and agrees to act, as agent of the Trustee in relation to the Certificates and agrees to comply with the terms of this Agreement as and the Conditions. Each Agent shall only be obliged to perform the duties specified for it may determine; provided, however, that in this Agreement and the appointment of any such agents Conditions and maintenance of any Securities and cash shall have no implied duties. The obligations of the Fund Agents under this Agreement are several and not joint. No Agent shall be at obliged to perform additional duties unless it shall have previously agreed in writing to perform such duties. If the Custodian's expense and Conditions are amended on or after a date on which any Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, such Agent shall not relieve be obliged to perform such duties as so amended unless it has first approved in writing the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for relevant amendment to the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed Conditions. 2.4 Each Agent shall, on demand in writing by the Custodian Delegate made at any time after a Dissolution Event or a Potential Dissolution Event shall have occurred or the Certificates shall otherwise have become due and repayable and until further notified in writing by the Delegate to the contrary, so far as permitted by applicable law: (a) act as agent of the Delegate in relation to payments to be made under the Master Trust Deed, the relevant Supplemental Trust Deed and the Fund.Certificates mutatis mutandis on the terms of this Agreement (save that the Delegate's liability under any provision of this Agreement for the indemnification, remuneration and payment of any expenses of any Agent shall be limited to the amounts for the time being held on trust under the Master Trust Deed and the relevant Supplemental Trust Deed in relation to the Certificates and available for the purpose) and thereafter hold all Certificates and all sums, documents and records held by them in respect of the Certificates on behalf of the Delegate; and/or (b) Ifdeliver up all Certificates and all sums, after documents and records held by them in respect of the initial approval Certificates to the Delegate or as the Delegate shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation. 2.5 Pursuant to the Master Trust Deed, the Delegate may, by notice in writing to the Trustee, Majid Al Futtaim Properties, the Guarantor and the Agents require the Trustee, Majid Al Futtaim Properties or the Guarantor, as the case may be, to make all subsequent payments in respect of Sub-Custodians the Certificates to or to the order of the Delegate and not to the Principal Paying Agent with effect from the issue of any such notice and until such notice is withdrawn. Any such payments shall be in full and final discharge of the Trustee's, Majid Al Futtaim Properties' or the Guarantor's corresponding obligations in respect of the Certificates. 2.6 Each Agent xxxxxx agrees to accept its appointment by the Board Delegate upon receipt of Directors the notice referred to in connection Clause 2.4. 2.7 The Agents are authorised by the United Kingdom Prudential Regulation Authority and regulated by the United Kingdom Financial Conduct Authority. Nothing in this Agreement shall require any Agent to carry on an activity of a kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001, or to lend money to the Trustee. 2.8 The Trustee shall forthwith notify the Agents of any change in the person or persons comprising the Delegate. 2.9 The Trustee confirms and each Agent acknowledges that the rights of the Trustee under this Agreement are held by the Trustee pursuant to the Master Trust Deed. In accordance with the terms of this Agreement, each Agent xxxxxx agrees to comply with instructions given to it by the Custodian wishes Trustee or, as the case may be, the Delegate. The Agents shall be entitled to appoint refrain from acting, without liability to the Trustee, the Guarantor, the Delegate or any other Sub-Custodians person, if conflicting, unclear, incomplete or equivocal instructions are received, provided that the relevant Agent shall notify the Trustee, the Guarantor and the Delegate, as applicable, if it deems any instruction received to hold property of the Fundbe conflicting, unclear, incomplete or equivocal, failing which it will so notify the Company and provide it with information reasonably necessary be deemed to determine any have accepted such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Actinstruction as non- conflicting, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationunclear, the Company shall give its written approval incomplete or disapproval of the proposed actionequivocal. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In Custodian may employ suitable agents, --------------------- which may include affiliates of Custodian, such as Bear Xxxxxxx or BSSC, both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) Upon notification of the Fund and in its discretion, the Custodian may appoint one appoint, and, upon notification of the Fund, at any time remove, any domestic bank or more Sub-Custodians trust company which is qualified to act as Securities Depositories or a custodian under the 1940 Act as sub-custodians custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , and, upon notification of the Fund, may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agents agent or opening and maintenance of any Securities and cash of the Fund such accounts shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Written Instructions to appoint other Sub-Custodians to hold property of do so and at the Fund's expense, it will so notify the Company and provide it with information reasonably necessary Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to determine any such new Sub-Custodian's eligibility under Rule 17f-5 act as a custodian under the 1940 Act, including a copy of and (ii) notwithstanding anything to the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationcontrary in Section 9.1 below or elsewhere in this Agreement, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of have no greater liability to the Fund with a particular Sub-Custodian and for the actions or omissions of any material changes in the Fund's arrangements. The such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall promptly take such steps as may not be required to withdraw assets of the Fund from discharge any Subsuch liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian that against it or has ceased otherwise discharged its liability to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesfull. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-7(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Corporation that it agrees to exercise reasonable care, prudence prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionThe Company has authorized by appropriate corporate action and proposes to issue and sell in the manner contemplated by this agreement not to exceed $____________ aggregate amount of the Company's Secured Medium-Term Notes, Series (Securities) registered pursuant to registration statement No. (as defined in Section 3(a) hereof). (b) Subject to the terms and conditions stated in this agreement, the Custodian may Company hereby appoints each of you as Agent for the purpose of offering and selling the Securities. The Company reserves the right to sell the Securities on its own behalf directly to investors and, from time to time, to appoint one or more Sub-Custodians additional agents to act as Securities Depositories or as sub-custodians sell the Securities, provided that the Company shall furnish the Agents with reasonable advance notification of the appointment of any additional agent to hold sell the Securities and cash of further provided that such additional agents shall be required to execute distribution agreements in form and substance substantially similar to this agreement. The foregoing shall not be construed to prevent the Fund and to carry out such other provisions of this Agreement as it may determineCompany from selling at any time its securities; provided, however, that in the appointment of any such agents and maintenance of any event the Company shall sell its First Mortgage Bonds during the period between the date an offer to purchase Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done is accepted by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by Company under the Custodian terms and conditions of this agreement, and the Fund. Settlement Date (bas hereinafter defined) If, after and such sale directly results in the initial approval failure of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes a purchaser to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any pay for such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationSecurities, the Company shall give its written approval or disapproval of be obligated to pay the proposed actionAgent the applicable commission for such Securities as set forth in Exhibit B hereto. (c) The Agreement between On the Custodian basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Sub-Custodian acting hereunder shall contain Agent agrees, as agent of the required provisions Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase the Securities upon the terms and conditions set forth in Rule 17f-5(c)(2the Prospectus (as defined in Section 3(a) under hereof) and the 1940 ActAdministrative Procedures attached hereto as Exhibit A, as they may be amended from time to time (Procedures). (d) At Administrative procedures relating to the end offer and sale of each calendar quarterthe Securities, the Custodian shall provide written reports notifying the Board issue and delivery of Directors of the placement of certificates representing the Securities and cash of payment for the Fund with a particular Sub-Custodian and of any material changes Securities are set forth in the Fund's arrangementsProcedures. Each Agent and the Company agree to perform the respective duties and obligations to be performed by each of them as provided in the Procedures. The Custodian shall promptly take such steps as Procedures may be required amended only by a written agreement among the Company and the Agents. The Agents agree that the principal amount of Securities to withdraw assets of be offered and sold from time to time, the Fund from any Sub-Custodian that has ceased prices, the interest rates, the maturities, redemption provisions, if any, and other terms at which the Securities are to meet be offered and sold will be in compliance with limitations established by the requirements of Rule 17f-5 under Company with the 1940 ActAgents in accordance with the Procedures. (e) With respect to its responsibilities under this Promptly upon the Settlement Date (as defined in Section 3.34 hereof), the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such will pay each Agent a commission as a person having responsibility result of a solicitation made by such Agent and not for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of purchase by such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing andAgent as principal, in the case form of a Securities Depositorydiscount, equal to the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue applicable percentage of the existence principal amount of any offices each Security sold by the Company as a result of the Sub-Custodian a solicitation made by such Agent as set forth in the United States or the Sub-Custodian's consent to service of process in the United StatesExhibit B hereto. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionSubject to approval of the Board of Directors, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation, the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the withdrawal or placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (ef) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian or Eligible Foreign Custodian members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. (h) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Company. In the event that extraordinary measures are required to collect such income, the Company and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. AND SUB-CUSTODIANS PURSUANT TO RULE 17F-5. (a) In Agents. Without limiting its own responsibility for its obligations assumed hereunder, the Sub-Custodian may at any time and from time to time engage, at its own cost and expense, as an agent to act for the Fund on the Sub-Custodian's behalf with respect to any such obligations any bank or trust company which meets the requirements of the 1940 Act, and the rules and regulations thereunder, to perform services delegated to the Sub-Custodian hereunder, provided that the Fund and the Custodian shall have approved in writing any such bank or trust company. All agents of the Sub-Custodian shall be subject to the instructions of the Sub-Custodian and not the Custodian. The Sub- Custodian may, at any time in its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense direction, remove any bank or trust company which has been appointed as an agent, and shall not relieve in either case promptly notify the Custodian and the Fund in writing of the completion of any of its obligations such action. The agents which the Fund has approved to date are set forth in Schedule B hereto. Schedule B shall be amended from time to time as approved agents are changed, added or liabilities under this Agreementdeleted. The Custodian shall be liable responsible for informing the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed sufficiently in writing advance of a proposed investment which is to be held at a location not listed on Schedule B, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Sub-Custodian to complete the appropriate contractual and technical arrangements with such agent. The engagement by the FundSub-Custodian of one or more agents shall not relieve the Sub-Custodian of its responsibilities or liabilities hereunder. (b) If, after the initial approval of 17f-5 Sub-Custodians Custodians. Securities, funds and other property of the Fund may be held by sub-custodians appointed pursuant to the Board provisions of Directors in connection with this AgreementSection 2.11 (each, the Custodian wishes to appoint other a "17f-5 Sub-Custodians Custodian"). The Sub-Custodian may, at any time and from time to time, appoint any bank or trust company (that meets the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder, including without limitation Rule 17f-5 thereunder, or that has received an order of the Securities and Exchange Commission ("SEC") exempting it from any of such requirements that it does not meet) to act as a 17f-5 Sub-Custodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the sub-custodian agreement to be entered into between such bank or trust company and the Sub- Custodian, and (2) the 17f-5 Sub-Custodian's offices or branches at which the 17f-5 Sub-Custodian is authorized to hold securities, cash and other property of the Fund. Upon such approval by the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy Custodian is authorized on behalf of the proposed agreement with such Fund to notify each 17f-5 Sub-Custodian of its appointment as such. The Sub-Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a 17f-5 Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Those 17f-5 Sub-Custodian acting hereunder shall contain Custodians and their offices or branches which the required provisions Fund has approved to date are set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian on Schedule C hereto. Such Schedule C shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular be amended from time to time as 17f- 5 Sub-Custodian and of any material changes in the Fund's arrangementsCustodians, branches or offices are changed, added or deleted. The Custodian shall promptly take such steps as may be required responsible for informing the Sub- Custodian sufficiently in advance of a proposed investment which is to withdraw assets of be held at a location not listed on Schedule C, in order that there shall be sufficient time for the Fund from any to give the approval required by the preceding paragraph and for the Sub- Custodian to put the appropriate arrangements in place with such 17f-5 Sub-Custodian that has ceased pursuant to meet the requirements of Rule 17f-5 under the 1940 Actsuch sub-custodian agreement. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In Custodian may employ suitable agents, --------------------- which may include affiliates of Custodian, such as Bear Xxxxxxx or BSSC, both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) Upon notification of the Fund and in its discretion, the Custodian may appoint one appoint, and, upon notification of the Fund, at any time remove, any domestic bank or more Sub-Custodians trust company which is qualified to act as Securities Depositories or a custodian under the 1940 Act as sub-custodians custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , and, upon notification of the Fund, may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agents agent or opening and maintenance of any Securities and cash of the Fund such accounts shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Written Instructions to appoint other Sub-Custodians to hold property of do so and at the Fund's expense, it will so notify the Company and provide it with information reasonably necessary Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to determine any such new Sub-Custodian's eligibility under Rule 17f-5 act as a custodian under the 1940 Act, including a copy of and (ii) notwithstanding anything to the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationcontrary in Section 9.1 below or elsewhere in this Agreement, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of have no greater liability to the Fund with a particular Sub-Custodian and for the actions or omissions of any material changes in the Fund's arrangements. The such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall promptly take such steps as may not be required to withdraw assets of the Fund from discharge any Subsuch liability which may be imposed on it unless and until such sub-Custodian that custodian has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.effectively

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Directors/Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify KCM and the Company Funds and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Directors/Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company KCM and Funds that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and the contract governing the Fund's Funds’ arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Fund shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian or a member of its network) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board Trust, on behalf of Directors its series, in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's ’s eligibility as a custodian under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice applicable rules and information, the Company shall give its written approval or disapproval of the proposed actionregulations. (c) The Agreement between In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian and each will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 ActCustodian, after considering all factors relevant to safekeeping of such assets. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Sponsor and the Trust of the withdrawal or placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian Such reports shall promptly take such steps as may be required to withdraw assets include an analysis of the Fund from custody risks associated with maintaining assets with any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 ActCustodian. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with a Sub-Custodian. The Custodian must promptly notify the Fund or its Sponsor of any material change in these risks. (g) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed actionTrust. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes change in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Fund shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Corporation that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Corporation that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Company shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company and the Advisor that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Company and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Company shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundCompany, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Company shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund Company with a particular Sub-Custodian and of any material changes in the FundCompany's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Company from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby represents and warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseCompany. The Custodian further represents and warrants that the FundCompany's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund Company assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Company will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the FundCompany's assets with a particular Sub-Custodian and the contract governing the FundCompany's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the a Fund shall be at the Custodian's expense and shall not relieve provided that, if the Custodian utilizes the services of any of its obligations or liabilities under this Agreement. The a Sub-Custodian, the Custodian shall be remain fully liable and responsible for any losses caused to the actions of Trust and any Sub-Custodians appointed by it as if such actions had been done Fund by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by if the Custodian and was directly responsible for any such losses under the FundTerms of this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the any Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of each of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's with respect to such arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the any Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the Fund's Funds' assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.protection

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub-custodians (ii) Eligible Foreign Custodians who are members of the Sub- Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub- Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodians Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors in connection with this AgreementCustodians, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Sub- Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed actioneligibility. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will ensure that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets. Prior to placing or maintaining the Fund’s assets with a Sub-Custodian, the Custodian shall report to the Fund the material differences, if any, between custodial practices in the United States and the country in which the Fund’s assets will be held by the Sub-Custodian as well as any material risks associated with the custodian practices of such country. (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required similar provisions as set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable17f-5(c), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians that meet the requirements of a custodian under the 1940 Act to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (ef) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment advisor of any material change in these risks. (h) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company Fund shall give its written approval or disapproval of the proposed action. (c) The Each Agreement between the Custodian and each a Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act0000 Xxx. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the Fund's a Funds' assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the a Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseeach Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and the contract governing the a Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it Trust agrees to exercise reasonable care, prudence prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Fund shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion2.1 The Issuer hereby appoints, on the Custodian may appoint one or more Sub-Custodians terms and subject to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions conditions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash in respect of the Fund Certificates: 2.1.1 HSBC Bank plc as Principal Paying Agent; 2.1.2 HSBC Bank plc as Calculation Agent; 2.1.3 HSBC Bank plc as Transfer Agent; and 2.1.4 HSBC Bank plc as Registrar. 2.2 Each Agent accepts its appointment as agent of the Issuer in relation to the Certificates and agrees to perform its duties and comply with the terms of this Agreement and the Conditions. Each Agent further agrees to perform the duties specified for it in the Conditions. Each Agent shall only be at obliged to perform the Custodian's expense duties specified in this Agreement and shall not relieve the Custodian of Conditions and will have no implied duties. If the Conditions are amended on or after a date on which any of its obligations or liabilities Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if , such actions had been done by the Custodian. The Custodian Agent shall not release any Sub-Custodian from any responsibility or liability be obliged to perform such duties as so amended unless as agreed it has first approved in writing the relevant amendment to the Conditions. 2.3 Each Agent shall, on demand in writing by the Custodian Representative at any time after a Dissolution Event has occurred, or the Certificates have otherwise become due and payable, and until notified in writing by the Representative to the contrary, so far as permitted by Applicable Law, act as an agent of the Representative, under the provisions of the Representative Agreement and the FundCertificates mutatis mutandis on the terms of this Agreement (save that the Representative's liability under any provision of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of each Agent shall be limited to the amounts for the time being held pursuant to the Representative Agreement relating to the Certificates for such purpose) and in addition: 2.3.1 hold all Certificates and all sums, documents and records held by it in respect of Certificates to the order of the Representative; and/or 2.3.2 deliver up all Certificates and all sums, documents and records held by it in respect of Certificates to the Representative or as the Representative shall direct by notice in writing provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any Applicable Law. (b) If, after 2.4 The obligations of the initial approval Agents under this Agreement are several and not joint. 2.5 The Issuer confirms and each Agent acknowledges that the rights of Sub-Custodians the Issuer under this Agreement are held by the Board Issuer pursuant to the Representative Agreement. In accordance with the terms of Directors in connection with this Agreement, each Agent xxxxxx agrees to comply with instructions given to it by the Custodian wishes to appoint other Sub-Custodians to hold property of Issuer or, as the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationcase may be, the Company shall give its written approval or disapproval of the proposed actionRepresentative. 2.6 Each Agent shall, notwithstanding any instructions to the contrary from the Issuer, make the payments and deliveries referred to under Clause 5 (cAccounts and Payment) The Agreement between to the Custodian and each Sub-Custodian acting hereunder shall contain Certificateholders in accordance with the required provisions set forth out in Rule 17f-5(c)(2) under the 1940 ActClause 5 (Accounts and Payment). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as subSub-custodians to hold Securities and cash of the Fund in question and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the such Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Company Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund in question with a particular Sub-Custodian and of any material changes in the such Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the such Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Corporation that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercisea Fund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund in question will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the each Fund's ’s assets with a particular Sub-Custodian (if applicable) and the contract governing the each Fund's ’s arrangements with such Sub-CustodianCustodian (if applicable).

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Company shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionX.X. Xxxxxx Securities Inc. is hereby appointed Arranger hereunder, the Custodian may appoint one or more Sub-Custodians and each Lender hereby authorizes Arranger to act as Securities Depositories or its agent in accordance with the terms of this Agreement and the other Loan Documents. JPMorgan Chase Bank is hereby appointed Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Administrative Agent to act as sub-custodians its agent in accordance with the terms of this Agreement and the other Loan Documents. Bank One is hereby appointed Syndication Agent hereunder. Comerica is hereby appointed Documentation Agent hereunder. Each Lender hereby authorizes and confirms the appointment by Administrative Agent of JPMorgan Chase Bank as Collateral Agent under the Collateral Documents and each Lender hereby authorizes Collateral Agent to hold Securities act as its agent in accordance with the terms of this Agreement and cash of the Fund other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained in this Agreement and to carry out such the other Loan Documents, as applicable. The provisions of this Agreement Section 9 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as it may determine; provided, however, that the appointment a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions thereof. In performing its functions and duties under this Agreement, each Agent shall be at the Custodian's expense act solely as an agent of Lenders and does not assume and shall not relieve the Custodian be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Arranger, without consent of or notice to any party hereto, may assign any and all of its rights or obligations or liabilities under this Agreementhereunder to any of its Affiliates. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property As of the Fund, date on which Arranger notifies Borrowers that it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy has concluded its primary syndication of the proposed agreement with such Sub-Custodian. At the meeting Loans and Commitments, all obligations of the Board of Directors next following receipt of such notice and informationX.X. Xxxxxx Securities, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing andInc., in the case of a Securities Depositoryits capacity as Arranger hereunder, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will shall terminate. Bank One, in its capacity as Syndication Agent, shall have jurisdiction over and be able to enforce judgments against the Sub-Custodianno obligations hereunder. Comerica, such in its capacity as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesDocumentation Agent, shall have no obligations hereunder. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the a Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the a Fund with a particular Sub-Custodian and of any material changes in the a Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the Fund's Funds assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds assets with a particular Sub-Custodian and the contract governing the Fund's Funds arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the a Fund shall be at the Custodian's expense and shall not relieve provided that, if the Custodian utilizes the services of any of its obligations or liabilities under this Agreement. The a Sub-Custodian, the Custodian shall be remain fully liable and responsible for any losses caused to the actions of Trust and any Sub-Custodians appointed by it as if such actions had been done Fund by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by if the Custodian and was directly responsible for any such losses under the FundTerms of this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the any Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of each of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's with respect to such arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the any Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the Fund's Funds' assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and the contract governing the such Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionSubject to the prior approval of the Board of Trustees or the officers of the Trust, which approval will not be unreasonably granted, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company Trust shall give its written approval or disapproval of the proposed action. (c) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Assets and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash Assets of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether Assets are maintained in the custody of a Sub- Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the Fund Assets with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Assets from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable, and shall promptly notify the Board of Trustees the circumstances of such action. (ef) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets Assets will be subject to reasonable care if maintained with a Sub-Sub- Custodian, after considering all factors relevant to the safekeeping of such assetsAssets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assetsthe Assets; (iii) the Sub-Sub- Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; (iv) ensuring that the Assets held by a Sub-Custodian shall not be sold, re-hypothecated, pledged, assigned, invested or otherwise disposed by the Sub-Custodian and beneficial ownership of the Securities held by such Sub-Custodian shall be freely transferable without payment of money or value other than that for safe custody and administration; and (ivv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Sub- Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's assets Assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub- Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub- Custodian’s network; and (iii) the custody risks of maintaining Assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. (h) The Custodian shall use reasonable commercial efforts to timely collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled either by law or pursuant to custom in the securities business and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Fund shall at the meeting of the Board of Of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, If the Custodian shall provide written reports notifying intends to remove any Sub-Custodian previously approved by the Board of Directors of Of Directors, it shall so notify the placement of Fund and move the Securities and cash of the Fund deposited with a particular such Sub-Custodian and of any material changes in to another Sub-Custodian previously approved by the Fund's arrangementsBoard Of Directors. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from remove any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the The Custodian hereby warrants to the Company Fund that it agrees in its opinion, after due inquiry, the established procedures to exercise reasonable care, prudence and diligence such as a person having responsibility for be followed by each Sub-Custodian in connection with the safekeeping of property of the Fund would be expected pursuant to exercise. The Custodian further warrants this Agreement afford protection for such property not materially different from that afforded by the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities established safekeeping procedures with respect to similar property held by it (if applicable), its method of keeping custodial records, and its security and data protection practices; (iisecurities depositories) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing andin Cincinnati, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesOhio. (f) The Custodian shall establish oversee the maintenance of any Securities held for the Fund by any Sub-Custodian. Any Securities held by a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian will be subject only to the instructions of the Custodian or its agents; and any Securities held in an eligible foreign securities depository for the contract governing account of a Sub-Custodian will be subject only to the Fund's arrangements with instructions of such Sub-Custodian. In the event that a Sub-Custodian permits any of the Securities placed in its care to be held in an eligible foreign securities depository, such Sub-Custodian will be required by its agreement with the Custodian to identify on its books such Securities as being held for the account of the Custodian as a custodian for its customers.

Appointment of Agents. (a) Custodian may employ suitable agents, which may include affiliates of Custodian such as Bear Xxxxxxx or BS Securities, provided, however, that Custodian shall not employ BS Securities to hold any of the Collateral under the Securities Loan Agreement (as such term "Collateral" is defined therein) or under any other securities loan agreement between the Fund and BS Securities (whether now or hereafter in effect), or Bear Xxxxxxx to hold any Purchased Securities under the Master Repurchase Agreement (as such term "Purchased Securities" is defined therein) or under any other repurchase agreement between the Fund and BS Securities (whether now or hereafter in effect). The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency (whether foreign or domestic) which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) In its discretion, the Custodian may appoint one appoint, and at any time remove, any domestic bank or more Sub-Custodians trust company which is qualified to act as Securities Depositories or a custodian under the 1940 Act, as sub-custodians custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , and may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agents agent or opening and maintenance of any Securities and cash of the Fund such accounts shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Written Instructions to appoint other Sub-Custodians to hold property of do so and at the Fund's expense, it will so notify the Company and provide it with information reasonably necessary Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to determine any such new Sub-Custodian's eligibility under Rule 17f-5 act as a custodian under the 1940 Act, including a copy of and (ii) notwithstanding anything to the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationcontrary in Section 10.1 below or elsewhere in this Agreement, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of have no greater liability to the Fund with a particular Sub-Custodian and for the actions or omissions of any material changes in the Fund's arrangements. The such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall promptly take such steps as may not be required to withdraw assets of the Fund from discharge any Subsuch liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian that against it or has ceased otherwise discharged its liability to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesfull. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determineAgreement; provided, however, that the appointment of any such agents and maintenance of any Securities and or cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreementof a Company, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such the Sub-Custodian. At The Company shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of each Company of the placement of the Securities and cash of the each Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangementsCustodian. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the each Company that it agrees to exercise reasonable care, prudence and diligence such as of a reasonably careful, prudent and diligent person having responsibility for the safekeeping of property of the Fund fund assets would be expected to exercise. The Custodian further warrants that the Fund's assets each Sub-Custodian will be subject to reasonable the same standard of care if maintained with a Sub-Custodian, after as the Custodian considering all factors relevant to the safekeeping of such fund assets, including, without limitation: (i) the Sub-Sub- Custodian's practices, procedures, procedures and internal controls for certificated securities (if applicable), its the method of keeping custodial records, records and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Company will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as Custodian by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States, or otherwise. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and shall monitor the Sub-Custodian's performance with respect to the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Company Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain a Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarterquarter after the date of this Agreement, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the a Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. The Custodian shall promptly notify the Board of Trustees of any addition or termination of a Sub-Custodian arrangement that may be used for maintaining assets of a Fund. (ef) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would Fund; provided, however, with respect to custody of any Loans, the Custodian’s responsibility shall be expected limited to exercisethe exercise of reasonable care by the Custodian in the physical custody of any such documents delivered to it, and any related instrument, security, credit agreement, assignment agreement and/or other agreements or documents, if any, that may be delivered to it. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. (h) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Company shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In The Local Seller hereby irrevocably appoints and instructs the Local Seller Parent as its discretionsole agent (to the exclusion of itself) to do such acts and things, make such representations, warranties and indemnities, give such undertakings and covenants, undertake such obligations, make or be subject to any such claims as the Acquisition Agreement expressly provides are to be done, given, undertaken, received or made by or to be conducted through the Local Seller Parent as agent for the Local Seller and, without prejudice to the generality of the foregoing, the Custodian Local Seller hereby irrevocably appoints and instructs the Local Seller Parent as its sole agent to receive or pay, as the case may appoint one be, any amounts owed to or more Sub-Custodians by the Local Seller pursuant to act as Securities Depositories or as sub-custodians to hold Securities and cash any of the Fund and to carry out such other provisions of this Agreement the Acquisition Agreement, and the Local Seller hereby acknowledges and confirms to the Local Purchaser that any payment made by the Local Purchaser Parent on behalf of the Local Purchaser to the Local Seller Parent as it may determine; provided, however, that agent for the appointment Local Seller will be deemed to be and considered by the Local Seller to satisfy the Local Purchaser’s obligation(s) to pay any of the same to the Local Seller and any such agents and maintenance of any Securities and cash of the Fund shall obligations will be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Funddischarged thereby. (b) If, after The Local Purchaser hereby irrevocably appoints and instructs the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give Local Purchaser Parent as its written approval or disapproval of the proposed action. sole agent (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees exclusion of itself) to exercise reasonable caredo such acts and things, prudence make such representations, warranties and diligence indemnities, give such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will undertakings and covenants, undertake such obligations, make or be subject to reasonable care if maintained with a Sub-Custodianany such claims as the Acquisition Agreement expressly provides are to be done, after considering all factors relevant given, undertaken, received or made by or to be conducted through the Local Purchaser Parent as agent for the Local Purchaser and, without prejudice to the safekeeping generality of such assetsthe foregoing, includingthe Local Purchaser hereby irrevocably appoints and instructs the Local Purchaser Parent as its sole agent to receive or pay, without limitation: (i) as the Sub-Custodian's practicescase may be, proceduresany amounts owed to or by the Local Purchaser pursuant to any of the provisions of the Acquisition Agreement, and internal controls for certificated securities (if applicable), its method of keeping custodial records, the Local Purchaser hereby acknowledges and its security and data protection practices; (ii) whether confirms to the Sub-Custodian has Local Seller that any payment made by the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue Local Seller Parent on behalf of the existence of Local Seller to the Local Purchaser Parent as agent for the Local Purchaser will be deemed to be and considered by the Local Purchaser to satisfy the Local Seller’s obligation(s) to pay any offices of the Sub-Custodian in same to the United States or the Sub-Custodian's consent to service of process in the United StatesLocal Purchaser and any such obligations will be discharged thereby. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company Trust shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, The Fund hereby appoints the Custodian may appoint one or more Sub-Custodians Agents as the Fund’s sole and exclusive agents to effect the sale of the Offered Units and the Additional Units to purchasers on a best efforts basis on the terms and conditions hereinafter provided. Each of the Agents agrees to act as Securities Depositories or as sub-custodians the Fund’s agent for such purpose and to hold Securities and cash use its best efforts to effect the sale of the Fund Offered Units and the Additional Units on the Fund’s behalf, subject to carry out such other provisions of this Agreement as it may determine; the terms and conditions hereinafter provided, however, . It is understood that the appointment of any such Agents shall act as agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense only and shall not relieve at any time be obligated to purchase or to arrange for the Custodian purchase of any Offered Units. The Agents may form a sub-agency group including other qualified investment dealers (the “Sub Agents”), and may determine the fee payable to the members of such group, which fee will be paid by the Agents out of the Agency Fee. Each of the Agents will effect sales of the Offered Units and the Additional Units only in those jurisdictions where they may be lawfully offered for sale or sold and upon the terms and conditions set forth in the Final Prospectus and this Agreement. The Agents will not solicit offers to purchase or sell the Offered Units and the Additional Units so as to require registration thereof or the filing of a Final Prospectus with respect thereto under the laws of any jurisdiction other than the Qualifying Jurisdictions. Each of the Agents understands that the Offered Units and the Additional Units are not being registered under the United States Securities Act of 1933, as amended, and represents that it has not offered or sold, and agrees that it will not offer, sell or deliver at any time, directly or indirectly, in the United States (which term, as used herein, includes its territories or possessions) or to or for the account of any person who it knows or has reason to believe is a national or resident thereof, any of the Offered Units or the Additional Units. Each of the Agents further agrees that it will require any dealer who purchases from it any of the Offered Units or the Additional Units (whether as a Sub Agent or otherwise) to comply with this requirement. The Agents agree to sell the Offered Units and the Additional Units only in the Qualifying Jurisdictions and in accordance with, and in a manner permitted by, the laws of each jurisdiction in which such Units are sold and to require each Sub Agent to agree with the Agents to so sell such Units. The Agents further agree, subject to receipt of the same from the Fund, to send a copy of the Final Prospectus to all purchasers of the Units and all Prospectus Amendments to all persons to whom copies of the Final Prospectus are sent and to require each Sub Agent to agree with the Agents to distribute the same documents in the manner stipulated. For the purposes of this Section, the Agents shall be entitled to assume that the Offered Units and the Additional Units are qualified for Distribution in any Qualifying Jurisdiction where a receipt or similar document (including the deemed receipt from the other Qualifying Jurisdictions pursuant to the Passport System) for the Final Prospectus shall have been obtained from the applicable regulatory authority following the filing of the Final Prospectus. The obligations of the Agents set out herein are several and not joint. An Agent will not be liable hereunder with respect to any act, omission or liabilities conduct of any other Agent under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) IfAgents will, after the initial approval Closing Date, use their best efforts to promptly complete the distribution of Sub-Custodians by the Board of Directors in connection with this AgreementOffered Units, and if applicable, the Custodian wishes to appoint other Sub-Custodians to hold property Additional Units and the Agents will notify the Fund and Marret if and when, in their opinion, the distribution of Offered Units and, if applicable, Additional Units has been completed and shall, as soon as is practicable thereafter (and in any event within 30 days following completion of the FundDistribution), it will so notify provide the Company Fund and provide it Marret with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy breakdown of the proposed agreement with such Sub-Custodian. At the meeting number of Offered Units and, if applicable, Additional Units distributed in each of the Board Qualifying Jurisdictions where such breakdown is required for the purpose of Directors next following receipt calculating fees payable to securities commissions. The Fund shall co-operate in all respects with the Agents to allow and assist the Agents to participate fully in the preparation of the Final Prospectus and any Prospectus Amendment (as further described in Section 7) and shall at all times allow the Agents and their counsel to conduct all “due diligence” investigations and examinations which the Agents may reasonably require in that connection. It shall be a condition precedent to the Agent’s execution of any certificate relating to the Offering that the Agents be satisfied, acting reasonably, as to the form and content of such notice and information, the Company shall give its written approval or disapproval of the proposed actiondocument. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. The Issuer shall maintain (i) an office or agency in the City of London, England where Definitive Registered Notes may be presented for registration of transfer or for exchange; (ii) an office or agency in the City of London, England where Notes may be presented for payment; (iii) an office or agency in the Borough of Manhattan, the City of New York, State of New York where Notes may be presented for payment; (iv) when and for so long as the Notes are listed on the Luxembourg Stock Exchange, an office or agency in Luxembourg where Definitive Registered Notes may be presented for transfer or for exchange and for payment thereof; (v) an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served; and (vi) an office or agency in the location where the Common Depositary holds the Global Notes where annotation of increases and decreases of the principal amount of Global Notes shall be made. The office or agency referred to in clause (i) above shall be referred to as the "REGISTRAR," the office or agency referred to in clause (ii) above shall be referred to as the "PRINCIPAL PAYING AGENT," the office or agency referred to in clause (iii), shall be referred to as the "NEW YORK PAYING AGENT," the office or agency referred to in clause (iv) shall be referred to as the "LUXEMBOURG PAYING AGENT," and each office or agency referred to in clauses (i), (ii) and (iii) above shall be referred to as a "PAYING AGENT." In addition, if the conclusions of the ECOFIN Council meeting of 26-27 November 2000, are implemented, the Issuer shall maintain a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings implementing such conclusions or any law implementing or complying with, or introduced to confirm to, such directive. If the Issuer makes any change in the Paying Agents or the Registrar, the Issuer will give notice to the Principal Paying Agent, upon receipt of which the Principal Paying Agent (at the expense of the Issuer) will publish a notice of a change of Paying Agent or Registrar in a newspaper having a general circulation in Luxembourg (which is expected to be the LUXEMBOURGER WORT). For the avoidance of doubt, upon the issuance of Definitive Registered Notes, Holders shall be able to receive principal and interest on the Notes and shall be able to transfer Definitive Registered Notes at the Luxembourg office of such paying and transfer agent, subject to the right of the Issuer to mail payments in accordance with the terms of this Indenture. Claims against the Issuer for the payment of principal, or Additional Amounts, if any, on the Notes shall be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer for the payment of interest on the Notes shall be prescribed five years after the applicable due date for payment of interest. The Registrar shall keep a register (the "REGISTER") of the Holders of the Notes and of the transfer and exchange of Notes and a copy of such Register shall be kept at the registered office of the Issuer. Pursuant to the Paying Agency Agreement, the Issuer shall initially appoint (a) In its discretionThe Bank of New York at One Canada Square, 48th Floor, London E14 5AL as the Custodian Principal Paying Xxxxx xxx Xxxxxxxxx, (x) Xxx Xxxx xx Xxx Xxxk at 101 Barclay Street, Floor 21 West, New York, NY 10286 as the New York Xxxxxx Xxxxx xxx (c) The Bank of New York (Luxembourg) S.A. as the Luxembourg Paying Agent and Registrar. The Issuer may appoint one or more Subco-Custodians to act Registrars and one or more additional Paying Agents and the terms "REGISTRAR" and "PAYING AGENT" shall include any such additional co-Registrar or Paying Agent, as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determineapplicable; providedPROVIDED, howeverHOWEVER, that in no event may the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of Issuer or any of its obligations or liabilities under this AgreementAffiliates act as Paying Agent. The Custodian Issuer shall be liable for notify the actions Trustee of the name and address of any Sub-Custodians Agent appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed actionIssue Date. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Fund shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, Subject to the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities terms and cash conditions of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Primary Parties hereby appoint Stifel (i) to appoint other Sub-Custodians to hold property consult with, advise and assist the Primary Parties in connection with the sale of the FundOffer Shares in the Offering, it will so notify (ii) as sole book running manager and Sterne Agee as co-manager for the purpose of soliciting or receiving purchase orders for Offer Shares in connection with the sale of the Offer Shares in the Syndicated Community Offering, if applicable, and (iii) as the managing underwriter in the Public Offering, if applicable. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of this Agreement, Stifel accepts such appointment and agrees to use its best efforts to assist the Primary Parties with the solicitation of subscriptions and purchase orders for the Offer Shares and agrees to consult with and advise the Primary Parties as to the matters set forth in Section 3 of the letter agreement, dated November 16, 2012, among the MHC, the Mid-Tier Holding Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under Stifel (the 1940 Act, including “Letter Agreement”) (a copy of which is attached hereto as Exhibit B), including the proposed agreement with such Sub-Custodian. At the meeting coordination of the Board of Directors next following receipt of such notice Syndicated Community Offering or Public Offering, and informationto solicit offers to purchase Offer Shares in the Syndicated Community Offering or Public Offering. It is acknowledged by the Primary Parties that the Agents (i) shall not be obligated to purchase any Offer Shares, except as provided in the Company Underwriting Agreement, if applicable and (ii) shall give its written approval not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions order. Except as set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarterSection 13 hereof, the Custodian shall provide written reports notifying the Board of Directors appointment of the placement Agents to provide services hereunder shall terminate upon consummation of the Securities Offering. If selected broker-dealers in addition to Stifel and cash Sterne Agee are used to assist in the sale of Offer Shares in the Syndicated Community Offering, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint Stifel as sole book running manager of the Fund with a particular SubSyndicated Community Offering, and Sterne Agee as co-Custodian manager. On the basis of the representations and warranties of any material changes the Primary Parties contained in, and subject to the terms and conditions of this Agreement Stifel and Sterne Agee accept such appointment and agree to manage the selling group of broker-dealers in the Fund's arrangementsSyndicated Community Offering. The Custodian shall promptly take such steps as may If undertaken, the Syndicated Community Offering will be required conducted in accordance with certain Commission rules applicable to withdraw assets best efforts offerings. If Offer Shares are offered to the general public in the Public Offering, in lieu of or subsequent to the Syndicated Community Offering, at the request of the Fund from any Sub-Custodian that has ceased Holding Company, Stifel may, in its sole discretion, enter into an underwriting agreement with the Holding Company (the “Underwriting Agreement”) (the form of which is attached hereto as Exhibit E) for the Public Offering in a form to meet be agreed upon by the Holding Company and Stifel. Stifel will serve as managing underwriter of the Public Offering. Stifel will endeavor to distribute the Offer Shares among the selected underwriters, if any, in a fashion which best meets the distribution objectives of the Holding Company and the requirements of Rule 17f-5 under the 1940 Act. (e) With respect Plan, which may result in limiting the allocation of stock to its responsibilities under this Section 3.3, certain selected underwriters. It is understood that in no event shall Stifel be obligated to enter into the Custodian hereby warrants Underwriting Agreement or to take or purchase Offer Shares except pursuant to the Company that it agrees Underwriting Agreement. The Underwriting Agreement will not be entered into by Stifel and the Primary Parties until immediately prior to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property completion of the Fund would be expected Public Offering and the filing of a post-effective amendment to exercisethe Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. The Custodian further warrants At that time, Xxxxxx Xxxxxxxx & Company will represent that they have received sufficient indications of interest to complete the Fund's assets transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, Stifel and any other underwriters will be obligated to purchase all the shares subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesPublic Offering. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determineAgreement; provided, however, that the appointment of any such agents and maintenance of any Securities and or cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreementof a Company, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such the Sub-Custodian. At The Company shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of each Company of the placement of the Securities and cash of the each Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangementsCustodian. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the each Company that it agrees to exercise reasonable care, prudence and diligence such as of a reasonably careful, prudent and diligent person having responsibility for the safekeeping of property of the Fund fund assets would be expected to exercise. The Custodian further warrants that the Fund's assets each Sub-Custodian will be subject to reasonable the same standard of care if maintained with a Sub-Custodian, after as the Custodian considering all factors relevant to the safekeeping of such fund assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, procedures and internal controls for certificated securities (if applicable), its the method of keeping custodial records, records and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Company will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as Custodian by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States, or otherwise. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and shall monitor the Sub-Custodian's performance with respect to the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, with regard to foreign Securities owned by a Fund, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the a Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities to a Fund under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Company. In the event that extraordinary measures are required to collect such income, the Company and Custodian shall consult as to the measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify KCM and the Company Funds and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company KCM and Funds that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would Funds; provided, however, with respect to custody of any Loans, the Custodian’s responsibility shall be expected limited to exercisethe exercise of reasonable care by the Custodian in the physical custody of any such documents delivered to it, and any related instrument, security, credit agreement, assignment agreement and/or other agreements or documents, if any, that may be delivered to it. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and the contract governing the Fund's Funds’ arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Company shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(217f-5(c) under the 1940 Act(2)(i). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's ' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement Agreements as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, by the Custodian wishes wished to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5 (a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 14f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; : (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract cotnract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors Managers next following receipt of such notice and information, the Company Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act1000 Xxx. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Corporation that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may will appoint one the Agent to establish and maintain arrangements with JASDEC (or more Sub-Custodians to act as any other Securities Depositories or as sub-custodians Depository) to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents the Agent and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Agent in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians another agent to hold act on the Custodian’s behalf in holding property of the FundFund in custody, it will so notify and seek consent from the Company and provide it with information reasonably necessary Fund for such change. If the Fund consents to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with change (such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationconsent not to be unreasonably withheld), the Company shall give its written approval or disapproval of Agent’s rights and obligations under this Agreement will be assigned to the proposed actionreplacement agent. (c) The Agreement between In performing their responsibilities in connection with the placement or maintenance of the Fund’s assets with JASDEC or another Securities Depository, the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth Agent will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians of similar assets in Rule 17f-5(c)(2) under the 1940 ActSingapore and Japan, after considering all factors relevant to safekeeping of such assets. (d) At the end of each calendar quarter, the Custodian and/or the Agent shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with JASDEC or any other Securities Depositories. The Custodian shall promptly notify the Fund and take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.33.02, the Custodian and the Agent each hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected Fund, based on the standards applicable to exercisecustodians of similar assets in Singapore and Japan. The Custodian and the Agent each further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodiancare, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s or Agent’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; and (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s or Agent’s general reputation and standing and, in the case of a JASDEC or any other Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian and the Agent shall establish a system to monitor on a continuing basis (i) the appropriateness performance of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing Agent under this Agreement and (ii) the custody risks of maintaining assets with JASDEC or any other Securities Depository. The Custodian and/or the Agent must promptly notify the Fund or, if the Fund has appointed an investment adviser, its investment adviser of any material change in these risks. (g) The Custodian and the Agent shall use commercially reasonable efforts to collect all income and other payments with respect to Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Fund's arrangements with . In the event that extraordinary measures are required to collect such Sub-Custodianincome, the Fund, Custodian and Agent shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures, and the Custodian and the Agent shall not be obliged to collect such income until there is agreement between the Fund, the Custodian and the Agent on the allocation of costs in relation to such extraordinary measures.

Appointment of Agents. (a) Custodian may employ suitable agents, --------------------- which may include affiliates of Custodian, such as Bear, Xxxxxxx & Co. Inc. or Bear, Xxxxxxx Securities Corp., both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository, Foreign Securities Depository or other securities depository or clearing agency (whether foreign or domestic) which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub- contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) In its discretion, the Custodian may appoint one appoint, and at any time remove, any domestic bank or more Sub-Custodians trust company which is qualified to act as Securities Depositories or a custodian under the 1940 Act as sub-custodians custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , and may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agents agent or opening and maintenance of any Securities and cash of the Fund such accounts shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Written Instructions to appoint other Sub-Custodians to hold property of do so and at the Fund's expense, it will so notify the Company and provide it with information reasonably necessary Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to determine any such new Sub-Custodian's eligibility under Rule 17f-5 act as a custodian under the 1940 Act, including a copy of and (ii) notwithstanding anything to the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationcontrary in Section 7.1 below or elsewhere in this Agreement, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of have no greater liability to the Fund with a particular Sub-Custodian and for the actions or omissions of any material changes in the Fund's arrangements. The such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall promptly take such steps as may not be required to withdraw assets of the Fund from discharge any Subsuch liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian that against it or has ceased otherwise discharged its liability to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesfull. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(217f‑5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. ‌ 3.1 The Trustees and the IsDB hereby appoint, on the terms and subject to the conditions of this Agreement: (a) In CSC Capital Markets (Jersey) Limited at its discretionSpecified Office in Jersey as registrar, transfer agent and as replacement agent; and (b) HSBC Bank plc at its Specified Office in London as calculation agent for the purpose of determining certain periodic amounts payable in respect of a Series of Trust Certificates if it shall have received (in draft or final form) the relevant Final Terms naming it as Calculation Agent no later than three Business Days before the proposed issue date or, if earlier, the Custodian may appoint first date on which it is required to make any calculation or determination and shall not have notified the relevant Trustee that it does not wish to be so appointed within one or more Sub-Custodians to act Business Day of such receipt. 3.2 Each Agent accepts its appointment as Securities Depositories or as sub-custodians to hold Securities and cash agent of the Fund relevant Trustee and the IsDB in relation to carry out such other provisions each Series of Trust Certificates and agrees to comply with the terms of this Agreement as it may determine; provided, however, that (including Schedule 5 (Obligations regarding Trust Certificates held under the appointment of any such agents and maintenance of any Securities and cash NSS) in the case of the Fund shall be at Principal Paying Agent and the Custodian's expense Registrar where the relevant Trust Certificates are held under the NSS). Each Agent further agrees to perform the duties specified for it in the other Programme Documents and shall not relieve the Custodian of any of its obligations or liabilities under this AgreementTransaction Documents. The Custodian shall be liable for obligations of the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall Agents are several and not release any Sub-Custodian from any responsibility or liability unless as agreed joint. 3.3 Each Agent shall, on demand in writing by the Custodian Delegate made at any time after a Dissolution Event or an event which, with the giving of notice or lapse of time or issue of certificate, would constitute a Dissolution Event, has occurred and until notified in writing by the Delegate to the contrary, so far as permitted by applicable law: (a) act as Agent of the Delegate under the Master Trust Deed, the relevant Supplemental Trust Deed(s) and the Fund.relevant Trust Certificates on the terms of this Agreement (with consequential amendments as necessary and except that the Delegate's liability under this Agreement for the indemnification, remuneration and expenses of the Agents will be limited to the amounts for the time being held by the Delegate in respect of the relevant Trust Certificates on the terms of the Master Trust Deed) and thereafter to hold all relevant Trust Certificates and all moneys, documents and records held by them in respect of the relevant Trust Certificates to the order of the Delegate; or (b) Ifdeliver all the Trust Certificates of the relevant Series and all moneys, after documents and records held by them in respect of such Series of Trust Certificates to the initial approval of Sub-Custodians Delegate or as the Delegate directs in such demand. 3.4 HSBC Bank plc is authorised by the Board of Directors Prudential Regulation Authority (PRA) and regulated by the Financial Conduct Authority and the PRA. Nothing in connection with this Agreement, the Custodian wishes Agreement shall require HSBC Bank plc to appoint other Sub-Custodians to hold property carry on an activity of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine kind specified by any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy provision of Part II (other than article 5 (accepting deposits)) of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice Financial Services and informationMarkets Act 2000 (Regulated Activities) Order 2001, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants lend money to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesTrustees. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Each Eligible Foreign Custodian shall not release any appointed by a Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fundshall be considered a “Sub-Custodian” for all purposes. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act. . If, including after the initial appointment of a copy of Sub-Custodian that maintains relationships with Eligible Securities Depositories or Eligible Foreign Custodians, the proposed agreement with Custodian wishes to replace such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and informationCustodian with a successor Sub-Custodian performing identical or substantially identical functions, the Company Custodian shall give its written approval be responsible for all costs and expenses associated with such replacement, including, but not limited to, registration fees, translation fees, filing fees, fees associated with obtaining, verifying and authenticating the Trust’s constitutive documents; and fees associated with obtaining legal opinions, audited financial statements and other professional services, notwithstanding Section 7.01 of this Agreement. Costs and expenses incurred and paid by the Trust in connection with such replacement will be (i) reimbursed by the Custodian promptly upon request or disapproval of (ii) credited against amounts due to the proposed actionCustodian, as set forth on Exhibit D hereto (as may be amended from time to time). (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (ef) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. (h) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the a Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund's Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors Managers next following receipt of such notice and information, the Company Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Boards in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Company Funds and provide it them with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Boards of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund's Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Funds that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFunds. The Custodian further warrants that the Fund's Funds’ assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and the contract governing the Fund's Funds’ arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund's ’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At The Fund shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information, the Company shall information give its a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exerciseFund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Trustee (a) In its discretionand for the limited purposes set out in Clause 2.3, the Custodian may appoint one or more Sub-Custodians Delegate) hereby appoints, on the terms and subject to the conditions of this Agreement, HSBC Bank plc as its Principal Paying Agent, Registrar, Transfer Agent and Calculation Agent in respect of the Certificates in accordance with the Conditions at its Specified Office. 2.2 Each Agent accepts its appointment and agrees to act as Securities Depositories or as sub-custodians to hold Securities and cash agent of the Fund Trustee (and for the limited purposes set out in Clause 2.3, the Delegate) in relation to carry out such other provisions the Certificates and agrees to comply with the terms of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for Each Agent further agrees to perform the actions duties required of any Sub-Custodians appointed by it as if such actions had been done by the CustodianConditions. The Custodian obligations of the Agents are several and not joint. Each Agent shall not release any Sub-Custodian from any responsibility or liability unless as agreed only be obliged to perform the duties specified in this Agreement and the Conditions and shall have no implied duties. 2.3 Each Agent shall, on demand in writing by the Custodian Delegate made at any time after a Dissolution Event or a Potential Dissolution Event has occurred, or the Certificates have otherwise become due and payable or the Trustee or the Delegate shall have received any money which it proposes to pay under clause 14 of the Declaration of Trust to the Certificateholders, and until notified in writing by the Delegate to the contrary, so far as permitted by applicable law, act as Agent of the Delegate under the provisions of the Declaration of Trust and the Fund.Certificates mutatis mutandis on the terms of this Agreement (save that the Delegate's liability under any provision of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of each Agent shall be limited to the amounts for the time being held on trust pursuant to the Declaration of Trust relating to the Certificates and available for such purpose) and thereafter: (a) to hold all Certificates and all sums, documents and records held by it in respect of those Certificates on behalf of the Delegate; and/or (b) Ifto deliver up all Certificates and all sums, after documents and records held by it in respect of those Certificates to the initial approval of Sub-Custodians by Delegate or as the Board of Directors Delegate shall direct in connection with this Agreementsuch notice, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of provided that such notice and information, shall be deemed not to apply to any documents or records which the Company shall give its written approval relevant Agent is obliged not to release by any law or disapproval of the proposed actionregulation. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors in connection with this AgreementCustodians, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Company Fund and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed actioneligibility. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will ensure that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets. Prior to placing or maintaining the Fund’s assets with a Sub-Custodian, the Custodian shall report to the Fund the material differences, if any, between custodial practices in the United States and the country in which the Fund’s assets will be held by the Sub-Custodian as well as any material risks associated with the custodian practices of such country. (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required similar provisions as set forth in Rule 17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Fund of the withdrawal or placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund's ’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the legal requirements of Rule 17f-5 under the 1940 Act. (e) With respect necessary to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the legal requirements necessary to be a Sub-Custodian. appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub- Custodian’s network; (ii) the performance of the contract governing the Fund's ’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or the Manager of any material change in these risks. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Fund. In the event that extraordinary measures are required to collect such income, the Custodian and the Fund shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. AND SUB-CUSTODIANS PURSUANT TO RULE 17F-5. (a) In Agents. Without limiting its own responsibility for its obligations assumed hereunder, the Sub-Custodian may at any time and from time to time engage, at its own cost and expense, as an agent to act for the Fund on the Sub-Custodian's behalf with respect to any such obligations any bank or trust company which meets the requirements of the 1940 Act, and the rules and regulations thereunder, to perform services delegated to the Sub-Custodian hereunder, provided that the Fund and the Custodian shall have approved in writing any such bank or trust company. All agents of the Sub-Custodian shall be subject to the instructions of the Sub-Custodian and not the Custodian. The Sub- Custodian may, at any time in its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense direction, remove any bank or trust company which has been appointed as an agent, and shall not relieve in either case promptly notify the Custodian and the Fund in writing of the completion of any of its obligations such action. The agents which the Fund has approved to date are set forth in Schedule B hereto. Schedule B shall be amended from time to time as approved agents are changed, added or liabilities under this Agreementdeleted. The Custodian shall be liable responsible for informing the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed sufficiently in writing advance of a proposed investment which is to be held at a location not listed on Schedule B, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Sub-Custodian to complete the appropriate contractual and technical arrangements with such agent. The engagement by the FundSub-Custodian of one or more agents shall not relieve the Sub-Custodian of its responsibilities or liabilities hereunder. (b) If, after the initial approval of 17f-5 Sub-Custodians Custodians. Securities, funds and other property of the Fund may be held by sub-custodians appointed pursuant to the Board provisions of Directors in connection with this AgreementSection 2.11 (each, the Custodian wishes to appoint other a "17f-5 Sub-Custodians Custodian"). The Sub-Custodian may, at any time and from time to time, appoint any bank or trust company (that meets the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder, including without limitation Rule 17f-5 thereunder, or that has received an order of the Securities and Exchange Commission ("SEC") exempting it from any of such requirements that it does not meet) to act as a 17f-5 Sub-Custodian for the Fund, provided that the Fund shall have approved in writing (1) any such bank or trust company and the sub-custodian agreement to be entered into between such bank or trust company and the Sub- Custodian, and (2) the 17f-5 Sub-Custodian's offices or branches at which the 17f-5 Sub-Custodian is authorized to hold securities, cash and other property of the Fund. Upon such approval by the Fund, it will so notify the Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy Custodian is authorized on behalf of the proposed agreement with such Fund to notify each 17f-5 Sub-Custodian of its appointment as such. The Sub-Custodian may, at any time in its discretion, remove any bank or trust company that has been appointed as a 17f-5 Sub-Custodian. At the meeting of the Board of Directors next following receipt of such notice and information, the Company shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Those 17f-5 Sub-Custodian acting hereunder shall contain Custodians and their offices or branches which the required provisions Fund has approved to date are set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian on Schedule C hereto. Such Schedule C shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular be amended from time to time as 17f-5 Sub-Custodian and of any material changes in the Fund's arrangementsCustodians, branches or offices are changed, added or deleted. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility responsible for the safekeeping of property of the Fund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether informing the Sub-Custodian has the requisite financial strength sufficiently in advance of a proposed investment which is to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing andbe held at a location not listed on Schedule C, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether order that there shall be sufficient time for the Fund will have jurisdiction over to give the approval required by the preceding paragraph and be able for the Sub- Custodian to enforce judgments against put the Sub-Custodian, appropriate arrangements in place with such as by virtue of the existence of any offices of the 17f-5 Sub-Custodian in the United States or the Subpursuant to such sub-Custodian's consent to service of process in the United Statescustodian agreement. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund's arrangements with such Sub-Custodian.