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. (b) If, after the initial approval of Sub-Custodians by the Board of 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 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 Managers next following receipt of such notice and information, the 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 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 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. 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. 2.01 The Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.05 below, the Bond Trustee) appoints: (a) In The Bank of New York Mellon, London Branch, as its discretionIssuing and Paying Agent, exchange agent and transfer agent; (b) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as its European Registrar; (c) BNY Trust Company of Canada, acting through its offices located at 0 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, as its Canadian Registrar; and (d) The Bank of New York Mellon at its specified office as its U.S. Registrar, U.S. paying agent, transfer agent and exchange agent; each for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto. 2.02 Each of the Agents accepts its appointment as agent of the Issuer and the Guarantor LP (and for the purposes only of sub-clause 2.05 below, the Custodian may appoint one or more Sub-Custodians Bond Trustee) in relation to act as Securities Depositories or as sub-custodians the Covered Bonds and shall perform all matters expressed to hold Securities be performed by it in, and cash of otherwise comply with, the Fund Conditions and to carry out such other the provisions of this Agreement and, in connection therewith, shall take all such action as it may determinebe incidental thereto. Each of the Agents appointed hereunder shall use commercially reasonable efforts to perform its obligations hereunder, including the timely taking of action as required hereunder; provided, however, that each of the appointment Agents shall not be liable for its failure to meet such deadlines, including, without limitation, with respect to Paying Agents deadlines for the payment of money to owners of the Covered Bonds, except such failure as shall result from its own negligence or willful misconduct. 2.03 In acting under this Agreement and in connection with the Covered Bonds, the Agents shall act solely as agent(s) of the Issuer and the Guarantor LP and will not assume any obligation or responsibility towards or relationship or agency or trust for or with any of the owners or holders of Covered Bonds or any other third party. 2.04 In relation to each issue of Eurosystem–eligible Covered Bonds, the Issuer and the Guarantor LP hereby authorise and instruct the Issuing and Paying Agent or the European Registrar, as the case may be, to elect Euroclear as Common Safekeeper. From time to time the Issuer, the Guarantor LP and the Issuing and Paying Agent or European Registrar may agree to vary this election. The Issuer and the Guarantor LP acknowledge that any such election is subject to the right of Euroclear and Clearstream to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Issuing and Paying Agent or the European Registrar in respect of any election made by it. (a) At any time after an Issuer Event of Default or Potential Issuer Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Issuer or the Guarantor LP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor LP and the Agents, require the Agents to act as Agents of the Bond Trustee, under the terms hereof mutatis mutandis, in relation to payments of such moneys to be made by or on behalf of the Bond Trustee (save that the Bond Trustee’s liability under any provisions for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee in trust relating to the Covered Bonds, and as applicable in accordance with the Transaction Documents and the Guide, the relevant Series and available for such purpose) and following receipt of such notice to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by the Agents in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Issuer require it (but not the Guarantor LP) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Agents, and with effect from the issue of any such agents notice to the Issuer and maintenance of any Securities until such notice is withdrawn, the Issuer shall make such payments to the Bond Trustee and cash of the Fund this Agreement 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 deemed to be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodianamended accordingly, mutatis mutandis. (b) IfAt any time after a Guarantor LP Event of Default or Potential Guarantor LP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Guarantor LP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, after Receiptholders and/or Couponholders, the initial approval Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor LP, and the Agents, require the Agents to act as Agents of Sub-Custodians the Bond Trustee, under the terms hereof mutatis mutandis, in relation to payments of such moneys to be made by or on behalf of the Bond Trustee (save that the Bond Trustee’s liability under any provisions thereof for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Board of Managers Bond Trustee in connection trust relating to the Covered Bonds, and as applicable in accordance with this Agreementthe Transaction Documents and the Guide, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Fund relevant Series and provide it with information reasonably necessary to determine any available 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 Managers next purpose) and following receipt of such notice to hold all Covered Bonds, Receipts and informationCoupons and all sums, documents and records held by the Agent in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Guarantor LP require it to make all subsequent payments to be made by it under the Covered Bond Guarantee in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Issuing and Paying Agent and with effect from the issue of any such notice to the Guarantor LP and until such notice is withdrawn, the Fund Guarantor LP shall give its written approval make such payments to the Bond Trustee and this Agreement shall be deemed to be amended accordingly, mutatis mutandis. 2.06 Any Agent may, at any time, appoint a sub-agent or disapproval delegate by power of attorney or otherwise to any person for any period, all or any of the proposed actionrights, powers and discretions vested in such Agent by this Agreement. The appointment or delegation shall be made on the same terms as this Agreement (including the power to sub-delegate) and, provided that it has exercised due care in the selection of such sub-agent, delegate or sub-delegate, such Agent shall not be bound to monitor, oversee or supervise, or be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any sub-agent, delegate or sub-delegate which is not an affiliate of The Bank of New York Mellon. 2.07 Each of the Agents is entitled to treat communications by Electronic Means in a form satisfactory to the Agent from a person purporting to be (and whom the Agent, acting reasonably, believes in good faith to be) an Authorised Person, as sufficient authority of the Issuer for the Agent to act and shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, any Authorised Person. In no event shall the Agents be liable for any Losses resulting from such reliance upon or compliance with such instructions or directions. The Agents shall be entitled to request and shall receive upon request an incumbency certificate from the Issuer in respect of such authorized representative of the Issuer in a form reasonably acceptable to the Agents. The Issuer agrees that the security procedures, if any, to be followed in connection with a transmission of any such notice, instructions or other communications, provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Issuer shall use all reasonable endeavours to ensure that instructions transmitted to the Agents pursuant to this Agreement are complete and correct. Any instructions shall be conclusively deemed to be valid instructions from the Issuer to the Agents for the purposes of this Agreement. 2.08 Each of the Agents represents, warrants and covenants as follows, and acknowledges that the Issuer, the Guarantor LP and the Bond Trustee are relying on such representations, warranties and covenants in entering into, and performing their obligations under, this Agreement: (a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement; (b) if regulated, it is in good standing by the applicable regulatory bodies; (c) The Agreement between it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the Custodian execution, delivery and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act.performance of this Agreement; (d) At it is in material compliance with all applicable laws, regulations and rules applicable to it and relevant to the end execution, delivery and performance of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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.this Agreement; and (e) With respect to it shall comply with, and perform its responsibilities under this Section 3.3obligations under, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property provisions of the Fund. 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, proceduresGuide, 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 Transaction Documents to provide reasonable care for Fund assets; (iii) the Sub-Custodian’s general reputation and standing andwhich it is a party, in the each 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 applicable 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 Statesit. (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 discretionXxxxxxx Xxxxx, the Custodian may appoint one or more Sub-Custodians UBS Securities, CS Securities and RBC Capital Markets are hereby appointed as Arranger hereunder, and each Lender hereby authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to act as Securities Depositories or Arranger in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Xxxxxxx Sachs to act as sub-custodians to hold Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Credit Documents. Xxxxxxx Xxxxx, UBS Securities, CS Securities and cash of RBC Capital Markets are hereby appointed as Bookrunner hereunder, and each Lender hereby authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to act as Bookrunner in accordance with the Fund terms hereof and the other Credit Documents. Xxxxxxx Xxxxx, UBS Securities, CS Securities and RBC Capital Markets are hereby appointed Syndication Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Xxxxxxx Sachs, UBS Securities, CS Securities and RBC Capital Markets to carry out act as Syndication Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Agreement Section 9 are solely for the benefit of Agents and Lenders and no Credit 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 hereunder, 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. Each Syndication Agent, 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property As of the FundClosing Date, it will so notify the 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 none of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Managers next following receipt of such notice and information, the 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 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 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. 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 practicesXxxxxxx Xxxxx, proceduresin its capacity as Arranger, Bookrunner and internal controls for certificated securities (if applicable)Syndication Agent, 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; UBS Securities, in its capacity as Arranger, Bookrunner and Syndication Agent, (iii) the Sub-Custodian’s general reputation and standing andCS Securities, in the case of a Securities Depositoryits capacity as Arranger, the Securities Depository’s operating history Bookrunner and number of participants; and Syndication Agent, or (iv) whether the Fund will RBC Capital Markets, in its capacity as Arranger, Bookrunner and Syndication Agent, shall have jurisdiction over any obligations but shall be entitled to all benefits of this Section 9. Each of Syndication Agent, Arranger, any Bookrunner and be able to enforce judgments against the Sub-Custodian, such as by virtue any Agent described in clause (g) of the existence of definition thereof may resign from such role at any offices of the Sub-Custodian in the United States or the Sub-Custodian’s consent time, with immediate effect, by giving prior written notice thereof to service of process in the United StatesAdministrative Agent and Borrower. (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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund Funds and provide it them 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 Managers next following receipt of such notice and information, the Fund 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 Managers 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 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 Fund Funds that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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), 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 general 's genera 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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, 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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) 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 '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. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and informationcontrary in Section 10.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund shall give its written approval for the actions or disapproval omissions of the proposed action. (c) The Agreement between the Custodian any such sub-custodian than any such sub-custodian has to 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 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 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 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. 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers in connection with this AgreementDirectors of a Company, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Fund 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 the Sub-Custodian. At The Company shall at the meeting of the Board of Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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 Fundfund assets would 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 '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 '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 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 '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 's assets with a particular Sub-Custodian and shall monitor the Sub-Custodian's performance with respect to 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and information, the 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, 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 Managers 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 Fund 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. 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 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 , such Agent shall not be obliged to perform such duties as so amended unless it has first approved in writing the relevant amendment to the Conditions. 2.3 Each Agent shall, on demand in writing by the 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 Certificates 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 liable limited to the amounts for the actions of any Sub-Custodians appointed 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 if the Representative shall direct by notice in writing provided that such actions had been done 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. 2.4 The obligations of the Agents under this Agreement are several and not joint. 2.5 The Issuer confirms and each Agent acknowledges that the rights of the Issuer under this Agreement are held by the Custodian. (b) If, after Issuer pursuant to the initial approval Representative Agreement. In accordance with the terms of Sub-Custodians by the Board of Managers 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 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 Managers next following receipt of such notice and informationcase may be, the Fund 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 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 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. 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 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 Fund Corporation that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the a 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 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 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 (if applicable) and the contract governing the each Fund’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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. The Custodian further warrants that the 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 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 Managers next following receipt of such notice and informationX.X. Xxxxxx Securities, the 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 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 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. 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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Of Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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 SubCustodian'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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 provide it (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 information reasonably necessary the solicitation of subscriptions and purchase orders for the Offer Shares and agrees to determine any such new Subconsult 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-Custodian’s eligibility under Rule 17f-5 under Tier Holding Company and 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 Managers 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 Fund 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 Managers 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 Fund 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 FundPublic Offering and the filing of a post-effective amendment to the 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. 2.1 The Trustee (and for the limited purposes set out in Clause 2.3, the 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 agent of the Trustee (and for the limited purposes set out in Clause 2.3, the Delegate) in relation to the Certificates and agrees to comply with the terms of this Agreement. Each Agent further agrees to perform the duties required of it by the Conditions. The obligations of the Agents are several and not joint. Each Agent shall 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 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 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) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities all Certificates and cash all sums, documents and records held by it in respect of those Certificates on behalf of the Fund and to carry out such other provisions of this Agreement as it may determineDelegate; 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.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 Managers 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 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 Managers next following receipt of provided that such notice and information, shall be deemed not to apply to any documents or records which the Fund 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 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 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. 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 '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. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers in connection with this AgreementCustodians, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the 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 Managers next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed action's eligibility. (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 Managers 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 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 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. 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 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 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. (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. (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 Managers in connection with this AgreementOffered Units, and if applicable, the Custodian wishes to appoint other Sub-Custodians to hold property of Additional Units and the Fund, it Agents will so notify the Fund and provide it with information reasonably necessary to determine 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 such new Sub-Custodian’s eligibility under Rule 17f-5 under the 1940 Act, including a copy event within 30 days following completion of the proposed agreement Distribution), provide the Fund and Marret with such Sub-Custodian. At the meeting a breakdown of the Board number of Managers next following receipt Offered Units and, if applicable, Additional Units distributed in each of the 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 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 Fund 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 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 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. 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 '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. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and information, the Fund 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 Managers 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 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 Fund 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; provided, however, with respect to custody of any Loans, the Custodian’s responsibility shall be limited to the 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 '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 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 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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 '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 Fund 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 FundFunds. 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 '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 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the each 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 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. Each Eligible Foreign Custodian appointed by a Sub-Custodian shall be considered a “Sub-Custodian” for all purposes. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers 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 Fund 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. . 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 Managers next following receipt of such notice and informationCustodian with a successor Sub-Custodian performing identical or substantially identical functions, the Fund 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 Managers 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 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 Fund 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. 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 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 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 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 event the Company shall sell its First Mortgage Bonds during the period between the date an offer to purchase Securities is accepted by the Company under the terms and conditions of any this agreement, and the Settlement Date (as hereinafter defined) and such agents and maintenance sale directly results in the failure of any Securities and cash of a purchaser to pay for such Securities, the Fund Company shall be at obligated to pay the Custodian’s expense and shall not relieve Agent the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable applicable commission for the actions of any Sub-Custodians appointed by it such Securities as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Managers set forth in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the 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 Managers next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed actionExhibit 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 Managers 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 Fund that it agrees to exercise reasonable care, prudence and diligence such Company 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. 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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Fund shall at the meeting of the Board of Managers Directors next following receipt of such notice and information, the Fund 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(a)(1)(iii) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Managers 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 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. The Custodian further warrants that the 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 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Of Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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 '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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 ' 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 '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. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and informationcontrary in Section 9.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund shall give its written approval for the actions or disapproval omissions of the proposed action. (c) The Agreement between the Custodian any such sub-custodian than any such sub-custodian has to 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 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 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 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. 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 '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. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers 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 Fund Funds 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 Managers next following receipt of such notice and information, the 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Managers 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 Fund 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 FundFunds. 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 '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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. The Custodian further warrants that the 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Fund shall at the meeting of the Board of Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Fund shall at the meeting of the Board of Managers Of Trustees next following receipt of such notice and information, the Fund 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 Managers 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 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 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 '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. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and informationcontrary in Section 9.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund shall give its written approval for the actions or disapproval omissions of the proposed action. (c) The Agreement between the Custodian any such sub-custodian than any such sub-custodian has to 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 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 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 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of 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 Fund 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 Managers next following receipt of such notice and information, the Fund 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 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 Fund 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. 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 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 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. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers 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 Fund and provide it with information reasonably necessary 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 Managers next following receipt of such notice and informationconsent not to be unreasonably withheld), the Fund 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 Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and Directors of any material changes in the Fund’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 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, based on the standards applicable to custodians of similar assets in Singapore and Japan. The Custodian and the Agent each further warrants that the Fund’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 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 or Agent’s general reputation and standing and, in the case of a JASDEC or any other 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 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 '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. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and informationcontrary in Section 7.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund shall give its written approval for the actions or disapproval omissions of the proposed action. (c) The Agreement between the Custodian any such sub-custodian than any such sub-custodian has to 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 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 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 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. 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 Managers 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 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 Managers Directors next following receipt of such notice and information, the 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 Managers 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 Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFund 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund Funds and provide it them 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 Managers next following receipt of such notice and information, the 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 Managers 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 Fund Funds that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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), 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 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of 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 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 Managers next following receipt of such notice and information, the Fund 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 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 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. 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 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 Custodiandischarged thereby. (b) If, after The Local Purchaser hereby irrevocably appoints and instructs the initial approval of Sub-Custodians by the Board of 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 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 Managers next following receipt of such notice and information, the Fund 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 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 Fund 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. 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. 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 and to carry out such other provisions of this Agreement as it may determineCertificates; 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.and (b) Ifdetermining 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, after on the initial approval terms and subject to the conditions of Sub-Custodians by the Board of Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property Citigroup Global Markets Europe AG at its specified office in Germany as Registrar in respect of the FundCertificates. 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 and the Conditions. Each Agent shall only be obliged to perform the duties specified for it will in this Agreement and the Conditions and shall have no implied duties. The obligations of the Agents under this Agreement are several and not joint. No Agent shall be obliged to perform additional duties unless it shall have previously agreed in writing to perform such duties. If the 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 be obliged to perform such duties as so notify amended unless it has first approved in writing the Fund relevant amendment to the Conditions. 2.4 Each Agent shall, on demand in writing by the 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 provide it with information reasonably necessary repayable and until further notified in writing by the Delegate to determine any such new Sub-Custodian’s eligibility under Rule 17f-5 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 1940 ActMaster Trust Deed, including a copy the relevant Supplemental Trust Deed and the 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 proposed agreement with such Sub-Custodian. At the meeting Certificates on behalf of the Board Delegate; and/or (b) deliver up all Certificates and all sums, documents and records held by them in respect of Managers next following receipt the 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 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 informationuntil 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 Delegate upon receipt of the notice referred to in 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 Trustee or, as the case may be, the Fund Delegate. The Agents shall give its written approval or disapproval of be entitled to refrain from acting, without liability to 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 quarterTrustee, the Custodian shall provide written reports notifying the Board of 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 3.3Guarantor, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable careDelegate or any other person, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants if conflicting, unclear, incomplete or equivocal instructions are received, provided that the Fund’s assets relevant Agent shall notify the Trustee, the Guarantor and the Delegate, as applicable, if it deems any instruction received to be conflicting, unclear, incomplete or equivocal, failing which it will be subject deemed to reasonable care if maintained with a Sub-Custodianhave accepted such instruction as non- conflicting, after considering all factors relevant to the safekeeping of such assetsunclear, 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 incomplete or the Sub-Custodian’s consent to service of process in the United Statesequivocal. (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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 CustodianContribution Agent. (b) If, after the initial approval of Sub-Custodians by the Board of 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 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 Managers next following receipt of such notice and information, the 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 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 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Managers next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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, 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 '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 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 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 '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. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and informationcontrary in Section 9.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund shall give its written approval for the actions or disapproval omissions of the proposed action. (c) The Agreement between the Custodian any such sub-custodian than any such sub-custodian has to 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 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 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 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. 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 and to carry out such other provisions of this Agreement as it may determineCertificates; 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.and (b) Ifdetermining 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, after on the initial approval terms and subject to the conditions of Sub-Custodians by the Board of Managers in connection with this Agreement, Citibank, N.A., London Branch at its specified office in the Custodian wishes to appoint other Sub-Custodians to hold property United Kingdom as Registrar in respect of the FundCertificates. 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 and the Conditions. Each Agent shall only be obliged to perform the duties specified for it will in this Agreement and the Conditions and shall have no implied duties. The obligations of the Agents under this Agreement are several and not joint. No Agent shall be obliged to perform additional duties unless it shall have previously agreed in writing to perform such duties. If the 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 be obliged to perform such duties as so notify amended unless it has first approved in writing the Fund relevant amendment to the Conditions. 2.4 Each Agent shall, on demand in writing by the 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 provide it with information reasonably necessary repayable and until further notified in writing by the Delegate to determine any such new Sub-Custodian’s eligibility under Rule 17f-5 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 1940 ActMaster Trust Deed, including a copy the relevant Supplemental Trust Deed and the 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 proposed agreement with such Sub-Custodian. At the meeting Certificates on behalf of the Board Delegate; and/or (b) deliver up all Certificates and all sums, documents and records held by them in respect of Managers next following receipt the 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 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 informationuntil 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 Delegate upon receipt of the notice referred to in 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 Trustee or, as the case may be, the Fund Delegate. The Agents shall give its written approval or disapproval of be entitled to refrain from acting, without liability to 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 quarterTrustee, the Custodian shall provide written reports notifying the Board of 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 3.3Guarantor, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable careDelegate or any other person, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants if conflicting, unclear, incomplete or equivocal instructions are received, provided that the Fund’s assets relevant Agent shall notify the Trustee, the Guarantor and the Delegate, as applicable, if it deems any instruction received to be conflicting, unclear, incomplete or equivocal, failing which it will be subject deemed to reasonable care if maintained with a Sub-Custodianhave accepted such instruction as non- conflicting, after considering all factors relevant to the safekeeping of such assetsunclear, 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 incomplete or the Sub-Custodian’s consent to service of process in the United Statesequivocal. (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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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 FundFunds. 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 Funds' arrangements with such Sub-Custodian.

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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Fund shall at the meeting of the Board of Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 3.3Article III, the Custodian hereby warrants to the 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. 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Managers next following receipt of such notice and information, the Fund 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 Managers 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 Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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-Sub- Custodian’s '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 '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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board Boards of Managers 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 Fund Tocqueville Funds 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 Tocqueville Funds shall at the meeting of the Board Boards of Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 '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 Fund 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 each 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 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 '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 and the contract governing the each 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 arrangements with such Sub-Custodian.

Appointment of Agents. 2.01 The Issuer and the Guarantor LP (and, for the purposes only of sub-clause 2.05 below, the Bond Trustee) appoints: (a) In The Bank of New York Mellon, London Branch, as its discretionIssuing and Paying Agent, exchange agent and transfer agent; (b) The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as its European Registrar; (c) BNY Trust Company of Canada, acting through its offices located at 0 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, as its Canadian Registrar; and (d) The Bank of New York Mellon at its specified office as its U.S. Registrar, U.S. paying agent, transfer agent and exchange agent; each for the purposes specified in this Agreement and in the Conditions and all matters incidental thereto. 2.02 Each of the Agents accepts its appointment as agent of the Issuer and the Guarantor LP (and for the purposes only of sub-clause 2.05 below, the Custodian may appoint one or more Sub-Custodians Bond Trustee) in relation to act as Securities Depositories or as sub-custodians the Covered Bonds and shall perform all matters expressed to hold Securities be performed by it in, and cash of otherwise comply with, the Fund Conditions and to carry out such other the provisions of this Agreement and, in connection therewith, shall take all such action as it may determinebe incidental thereto. Each of the Agents appointed hereunder shall use commercially reasonable efforts to perform its obligations hereunder, including the timely taking of action as required hereunder; provided, however, that each of the appointment Agents shall not be liable for its failure to meet such deadlines, including, without limitation, with respect to Paying Agents deadlines for the payment of money to owners of the Covered Bonds, except such failure as shall result from its own negligence or willful misconduct. 2.03 In acting under this Agreement and in connection with the Covered Bonds, the Agents shall act solely as agent(s) of the Issuer and the Guarantor LP and will not assume any obligation or responsibility towards or relationship or agency or trust for or with any of the owners or holders of Covered Bonds or any other third party. 2.04 In relation to each issue of Eurosystem-eligible Covered Bonds, the Issuer and the Guarantor LP hereby authorise and instruct the Issuing and Paying Agent or the European Registrar, as the case may be, to elect Euroclear as Common Safekeeper. From time to time the Issuer, the Guarantor LP and the Issuing and Paying Agent or European Registrar may agree to vary this election. The Issuer and the Guarantor LP acknowledge that any such election is subject to the right of Euroclear and Clearstream to jointly determine that the other shall act as Common Safekeeper in relation to any such issue and agrees that no liability shall attach to the Issuing and Paying Agent or the European Registrar in respect of any election made by it. (a) At any time after an Issuer Event of Default or Potential Issuer Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Issuer or the Guarantor LP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, Receiptholders and/or Couponholders, the Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor LP and the Agents, require the Agents to act as Agents of the Bond Trustee, under the terms hereof mutatis mutandis, in relation to payments of such moneys to be made by or any provisions for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Bond Trustee in trust relating to the Covered Bonds, and as applicable in accordance with the Transaction Documents and the Guide, the relevant Series and available for such purpose) and following receipt of such notice to hold all Covered Bonds, Receipts and Coupons and all sums, documents and records held by the Agents in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Issuer require it (but not the Guarantor LP) to make all subsequent payments in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Agents, and with effect from the issue of any such agents notice to the Issuer and maintenance of any Securities until such notice is withdrawn, the Issuer shall make such payments to the Bond Trustee and cash of the Fund this Agreement 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 deemed to be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodianamended accordingly, mutatis mutandis. (b) IfAt any time after a Guarantor LP Event of Default or Potential Guarantor LP Event of Default shall have occurred and is continuing or the Bond Trustee shall have received any money from the Guarantor LP which it proposes to pay under Clause 11 of the Trust Deed to the relevant Covered Bondholders, after Receiptholders and/or Couponholders, the initial approval Bond Trustee may: (i) by notice in writing to the Issuer, the Guarantor LP, and the Agents, require the Agents to act as Agents of Sub-Custodians the Bond Trustee, under the terms hereof mutatis mutandis, in relation to payments of such moneys to be made by or o any provisions thereof for the indemnification, remuneration and payment of out of pocket expenses of the Agents shall be limited to the amounts for the time being held by the Board of Managers Bond Trustee in connection trust relating to the Covered Bonds, and as applicable in accordance with this Agreementthe Transaction Documents and the Guide, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Fund relevant Series and provide it with information reasonably necessary to determine any available 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 Managers next purpose) and following receipt of such notice to hold all Covered Bonds, Receipts and informationCoupons and all sums, documents and records held by the Agent in respect of Covered Bonds, Receipts and Coupons on behalf of the Bond Trustee; or (ii) by notice in writing to the Guarantor LP require it to make all subsequent payments to be made by it under the Covered Bond Guarantee in respect of the Covered Bonds, Receipts and Coupons to or to the order of the Bond Trustee and not to the Issuing and Paying Agent and with effect from the issue of any such notice to the Guarantor LP and until such notice is withdrawn, the Fund Guarantor LP shall give its written approval make such payments to the Bond Trustee and this Agreement shall be deemed to be amended accordingly, mutatis mutandis. 2.06 Any Agent may, at any time, appoint a sub-agent or disapproval delegate by power of attorney or otherwise to any person for any period, all or any of the proposed actionrights, powers and discretions vested in such Agent by this Agreement. The appointment or delegation shall be made on the same terms as this Agreement (including the power to sub-delegate) and, provided that it has exercised due care in the selection of such sub-agent, delegate or sub-delegate, such Agent shall not be bound to monitor, oversee or supervise, or be in any way responsible for any liability incurred by reason of any misconduct or default on the part of any sub-agent, delegate or sub-delegate which is not an affiliate of The Bank of New York Mellon. 2.07 Each of the Agents is entitled to treat communications by Electronic Means in a form satisfactory to the Agent from a person purporting to be (and whom the Agent, acting reasonably, believes in good faith to be) an Authorised Person, as sufficient authority of the Issuer for the Agent to act and shall have no duty or obligation to verify or confirm that the person who sent such instructions or directions is, in fact, any Authorised Person. In no event shall the Agents be liable for any Losses resulting from such reliance upon or compliance with such instructions or directions. The Agents shall be entitled to request and shall receive upon request an incumbency certificate from the Issuer in respect of such authorized representative of the Issuer in a form reasonably acceptable to the Agents. The Issuer agrees that the security procedures, if any, to be followed in connection with a transmission of any such notice, instructions or other communications, provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Issuer shall use all reasonable endeavours to ensure that instructions transmitted to the Agents pursuant to this Agreement are complete and correct. Any instructions shall be conclusively deemed to be valid instructions from the Issuer to the Agents for the purposes of this Agreement. 2.08 Each of the Agents represents, warrants and covenants as follows, and acknowledges that the Issuer, the Guarantor LP and the Bond Trustee are relying on such representations, warranties and covenants in entering into, and performing their obligations under, this Agreement: (a) it possesses the necessary experience, qualifications, facilities and other resources to perform its responsibilities under this Agreement; (b) if regulated, it is in good standing by the applicable regulatory bodies; (c) The Agreement between it is in material compliance with its internal policies and procedures (including risk management policies), if any, relevant to the Custodian execution, delivery and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act.performance of this Agreement; (d) At it is in material compliance with all Applicable Laws, regulations and rules applicable to it and relevant to the end execution, delivery and performance of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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.this Agreement; and (e) With respect to it shall comply with, and perform its responsibilities under this Section 3.3obligations under, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property provisions of the Fund. 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, proceduresGuide, 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 Transaction Documents to provide reasonable care for Fund assets; (iii) the Sub-Custodian’s general reputation and standing andwhich it is a party, in the each 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 applicable 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 Statesit. (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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Fund shall at the meeting of the Board of Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 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. The Custodian further warrants that the 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 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 or a member of its network) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board Trust, on behalf of Managers 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 Fund Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian’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 Managers next following receipt of such notice applicable rules and information, the Fund 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 Managers 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 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 Fund 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. 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 appropriateness of maintaining the Fund’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 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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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. 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 Fund 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. 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 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 (i) the appropriateness of maintaining the Fund’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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund Trust and provide it with information reasonably necessary to determine any such new Sub-Sub- Custodian’s '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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. The Custodian further warrants Fund pursuant to this Agreement afford protection for such property not materially different from that afforded by the Fund’s assets will be subject Custodian's established safekeeping procedures with respect to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: similar property held by it (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; (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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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-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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. The Custodian further warrants that the 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. 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, and shall at the Custodian's direction, remove any bank or trust company which has been appointed as an agent, and shall in either case promptly notify the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash the Fund in writing of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment completion of any such action. The agents and maintenance of any Securities and cash of which the Fund has approved to date are set forth in Schedule B hereto. Schedule B shall be at the Custodian’s expense and shall not relieve the Custodian of any of its obligations 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 Sub-Custodian sufficiently in 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 actions of any Fund to give the approval required by the preceding paragraph and for the Sub-Custodians appointed by it as if Custodian to complete the appropriate contractual and technical arrangements with such actions had been done agent. The engagement by the CustodianSub-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 by the Board of Managers in connection with this AgreementCustodians. Securities, the Custodian wishes to appoint funds and other Sub-Custodians to hold property of the FundFund may be held by sub-custodians appointed pursuant to the provisions of this Section 2.11 (each, it will so notify the Fund and provide it with information reasonably necessary to determine any such new a "17f-5 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 Managers next following receipt of such notice and information, the 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 may, at any time and from time to time, appoint any bank or trust company (that meets the required provisions set forth in Rule 17f-5(c)(2) requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 Act. (d) At and the end of each calendar quarterrules and regulations thereunder, the Custodian shall provide written reports notifying the Board of Managers of the placement including without limitation Rule 17f-5 thereunder, or that has received an order of the Securities and cash Exchange Commission ("SEC") exempting it from any of the Fund with such requirements that it does not meet) to act as a particular 17f-5 Sub-Custodian and of any material changes in for the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of , provided that the Fund from 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 that has ceased is authorized to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3hold securities, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable care, prudence cash and diligence such as a person having responsibility for the safekeeping of other property of the Fund. The Custodian further warrants that Upon such approval 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 (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian is authorized on behalf of the 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 the requisite financial strength to provide reasonable care for Fund assets; (iii) the been appointed as a 17f-5 Sub-Custodian’s general reputation . Those 17f-5 Sub-Custodians and standing and, in the case of a Securities Depository, the Securities Depository’s operating history and number of participants; and (iv) whether their offices or branches which the Fund will have jurisdiction over and has approved to date are set forth on Schedule C hereto. Such Schedule C shall be able amended from time to enforce judgments against the time as 17f-5 Sub-CustodianCustodians, such as by virtue of the existence of any branches or offices of are changed, added or deleted. The Custodian shall be responsible for informing the Sub-Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Schedule C, in order that there shall be sufficient time for the United States or Fund to give the Sub-Custodian’s consent approval required by the preceding paragraph and for the Sub- Custodian to service of process put the appropriate arrangements in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund’s assets place with a particular such 17f-5 Sub-Custodian and the contract governing the Fund’s arrangements with pursuant to such Subsub-Custodiancustodian agreement.

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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund’s Company'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 Fund Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundCompany. The Custodian further represents and warrants that the Fund’s Company'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 Company 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 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 '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 Company's assets with a particular Sub-Custodian and the contract governing the Fund’s Company'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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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 '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. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and information, the Fund 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 Managers 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 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 Fund 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. 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 '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 's general reputation and standing and, in the case of a Securities Depository, the Securities Depository’s '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 '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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Fund shall at the meeting of the Board of Managers Of Directors next following receipt of such notice and information, the Fund 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 Managers 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 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. The Custodian further warrants Fund pursuant to this Agreement afford protection for such property not materially different from that afforded by the Fund’s assets will be subject Custodian's established safekeeping procedures with respect to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: similar property held by it (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; (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 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 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 Fund 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. 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 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 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, and shall at the Custodian's direction, remove any bank or trust company which has been appointed as an agent, and shall in either case promptly notify the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash the Fund in writing of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment completion of any such action. The agents and maintenance of any Securities and cash of which the Fund has approved to date are set forth in Schedule B hereto. Schedule B shall be at the Custodian’s expense and shall not relieve the Custodian of any of its obligations 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 Sub-Custodian sufficiently in 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 actions of any Fund to give the approval required by the preceding paragraph and for the Sub-Custodians appointed by it as if Custodian to complete the appropriate contractual and technical arrangements with such actions had been done agent. The engagement by the CustodianSub-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 by the Board of Managers in connection with this AgreementCustodians. Securities, the Custodian wishes to appoint funds and other Sub-Custodians to hold property of the FundFund may be held by sub-custodians appointed pursuant to the provisions of this Section 2.11 (each, it will so notify the Fund and provide it with information reasonably necessary to determine any such new a "17f-5 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 Managers next following receipt of such notice and information, the 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 may, at any time and from time to time, appoint any bank or trust company (that meets the required provisions set forth in Rule 17f-5(c)(2) requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 Act. (d) At and the end of each calendar quarterrules and regulations thereunder, the Custodian shall provide written reports notifying the Board of Managers of the placement including without limitation Rule 17f-5 thereunder, or that has received an order of the Securities and cash Exchange Commission ("SEC") exempting it from any of the Fund with such requirements that it does not meet) to act as a particular 17f-5 Sub-Custodian and of any material changes in for the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of , provided that the Fund from 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 that has ceased is authorized to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3hold securities, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable care, prudence cash and diligence such as a person having responsibility for the safekeeping of other property of the Fund. The Custodian further warrants that Upon such approval 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 (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian is authorized on behalf of the 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 the requisite financial strength to provide reasonable care for Fund assets; (iii) the been appointed as a 17f-5 Sub-Custodian’s general reputation . Those 17f-5 Sub-Custodians and standing andtheir offices or branches which the Fund has approved to date are set forth on Schedule C hereto. Such Schedule C shall be amended from time to time as 17f- 5 Sub-Custodians, branches or offices are changed, added or deleted. The Custodian shall be responsible for informing the Sub- Custodian sufficiently in advance of a proposed investment which is to be 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.

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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Fund shall at the meeting of the Board of Managers Of Trustees next following receipt of such notice and information, the Fund 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 Managers 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 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. 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of 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 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 Managers next following receipt of such notice and information, the 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 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 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. 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-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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 provide it (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 information reasonably necessary the solicitation of subscriptions and purchase orders for the Offer Shares and agrees to determine any such new Subconsult 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-Custodian’s eligibility under Rule 17f-5 under Tier Holding Company and 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 Managers 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 Fund 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 Managers 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 Fund 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 FundPublic Offering and the filing of a post-effective amendment to the 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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers in connection with this AgreementDirectors of a Company, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Fund 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 the Sub-Custodian. At The Company shall at the meeting of the Board of Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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 Fundfund assets would 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 '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 '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 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 '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 's assets with a particular Sub-Custodian and shall monitor the Sub-Custodian's performance with respect to the contract governing the Fund’s '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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 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 Fund 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. 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 ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’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 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 '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. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers 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 Fund Funds 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 Managers next following receipt of such notice and information, the 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Managers 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 Fund 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 FundFunds; provided, however, with respect to custody of any Loans, the Custodian’s responsibility shall be limited to the 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 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of 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 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 Managers next following receipt of such notice and information, the 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 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 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. 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 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. (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 Managers in connection with this AgreementOffered Units, and if applicable, the Custodian wishes to appoint other Sub-Custodians to hold property of Additional Units and the Fund, it Agents will so notify the Fund and provide it with information reasonably 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 determine any such new Sub-Custodian’s eligibility under Rule 17f-5 under obtain a refund of filing fees), provide the 1940 Act, including Fund and Marret with 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 Managers 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 Fund 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 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 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. 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 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. . (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and information, the Fund 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 Managers 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 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 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. 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. (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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Of Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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 for controls, or 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-Sub- Custodian, such as by virtue of the existence of any offices of the Sub-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-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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. 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.the

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 's expense and shall not relieve provided that, if the Custodian utilizes the services of a Sub-Custodian, the Custodian shall remain fully liable and responsible for any losses caused to the Trust and any Fund by the Sub-Custodian as if the Custodian was directly responsible for any such losses under the Terms 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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 FundFunds. 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 '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 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 such Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Trustee (and for the limited purpose set out in Clause 2.4, the Delegate) hereby appoints, on the terms and subject to the conditions of this Agreement, Deutsche Bank AG, London Branch at its specified office in London as Principal Paying Agent in respect of the 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 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 and the Conditions. Each Agent shall only be obliged to perform the duties specified for it in this Agreement, the Conditions and the applicable Final Terms and shall have no implied duties. The obligations of the Agents under this Agreement are several and not joint. No Agent shall be obliged to perform additional duties unless it shall have previously agreed in writing to perform such duties. If the 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 be obliged to perform such duties as so amended unless it has first approved in writing the relevant amendment to the Conditions. 2.4 Each Agent shall, on demand in writing by the 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) In its discretionact as agent of the Delegate in relation to payments to be made under the Master Trust Deed, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities relevant Supplemental Trust Deed and cash of the Fund and to carry out such other provisions Certificates mutatis mutandis on the terms of this Agreement as it may determine; provided, however, (save that the appointment Delegate's liability under any provision of this Agreement for the indemnification, remuneration and payment of any such agents and maintenance expenses of any Securities Agent shall be limited to the amounts for the time being held on trust under the Master Trust Deed and cash 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 Fund shall be at Certificates on behalf of 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.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 Managers 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 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 Managers next following receipt of such notice and informationcase may be, the Fund 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 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 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. 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 '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 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 '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 '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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the each 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 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 's expense and shall not relieve provided that, if the Custodian utilizes the services of a Sub-Custodian, the Custodian shall remain fully liable and responsible for any losses caused to the Trust and any Fund by the Sub-Custodian as if the Custodian was directly responsible for any such losses under the Terms 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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 FundFunds. 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 '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 '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. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers in connection with this AgreementCustodians, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the 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 Managers next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed action's eligibility. (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 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 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. 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 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. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Managers 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 Fund 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 Managers next following receipt of such notice and information, the Fund 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 Managers 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 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 Fund 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. 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 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 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. 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.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 Managers 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 Fund 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 Managers 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 Fund 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 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 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. 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Managers Directors next following receipt of such notice and information, the 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 Managers 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 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. 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. ‌ 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, the Custodian may appoint one or more Sub-Custodians to act transfer agent and 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 determinereplacement agent; 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.and (b) IfHSBC 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, after the initial approval of Sub-Custodians by the Board of Managers in connection with this Agreementif earlier, the Custodian wishes first date on which it is required to appoint other Sub-Custodians make any calculation or determination and shall not have notified the relevant Trustee that it does not wish to hold property be so appointed within one Business Day of such receipt. 3.2 Each Agent accepts its appointment as agent of the Fund, it will so notify relevant Trustee and the Fund IsDB in relation to each Series of Trust Certificates and provide it agrees to comply with information reasonably necessary to determine any such new Sub-Custodian’s eligibility under Rule 17f-5 the terms of this Agreement (including Schedule 5 (Obligations regarding Trust Certificates held under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Managers next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed action. (cNSS) 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 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 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. 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 the Principal Paying Agent and the 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 any Transaction Documents. The obligations of the Agents are several and not joint. 3.3 Each Agent shall, on demand in writing by the Delegate made at any time after a Securities DepositoryDissolution 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 Securities Depository’s operating history relevant Supplemental Trust Deed(s) and number the relevant Trust Certificates on the terms of participants; this Agreement (with consequential amendments as necessary and (iv) whether except that the Fund will have jurisdiction over Delegate's liability under this Agreement for the indemnification, remuneration and be able to enforce judgments against the Sub-Custodian, such as by virtue expenses of the existence of any offices Agents will be limited to the amounts for the time being held by the Delegate in respect of the Sub-Custodian 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 United States relevant Trust Certificates to the order of the Delegate; or (b) deliver all the Trust Certificates of the relevant Series and all moneys, documents and records held by them in respect of such Series of Trust Certificates to the Delegate or as the Sub-Custodian’s consent to service of process Delegate directs in the United Statessuch demand. 3.4 HSBC Bank plc is authorised by the Prudential Regulation Authority (fPRA) The Custodian shall establish a system to monitor and regulated by the appropriateness of maintaining the Fund’s assets with a particular Sub-Custodian Financial Conduct Authority and the contract governing PRA. Nothing in this Agreement shall require HSBC Bank plc to carry on an activity of the Fund’s arrangements with such Sub-Custodiankind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or to lend money to the Trustees.

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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Managers Trustees next following receipt of such notice and information, the 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 Managers 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 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. 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. (b) If, after the initial approval of Sub-Custodians by the Board of 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 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 Managers next following receipt of such notice and information, the 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 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 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. 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 Managers 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 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 Managers Directors next following receipt of such notice and information, the 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 Managers 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 Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFund 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, and upon approval of the Board of Trustees, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of all or any 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 each 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 '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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the each Fund. The Custodian further warrants that the each 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 each Fund's 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 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 '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 and the contract governing the each 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 Fund 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 Managers Trustees next following receipt of such notice and information, the Fund 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 Managers 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 Fund 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. The Custodian further warrants that the 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 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. (b) If, after the initial approval of Sub-Custodians by the Board of Managers 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 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 Fund shall at the meeting of the Board of Managers Directors next following receipt of such notice and information, the Fund 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 Managers 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 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. 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 arrangements with such Sub-Custodian.