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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-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 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretionSave as provided below, the Custodian Agents act solely as agents of the Issuer. The Agents do not assume any obligation or relationship of agency or trust for or with any ETP Securityholder. The Issuer may at any time without requiring the prior written approval of the Trustee or the ETP Securityholders but subject to and in accordance with the provisions of the relevant Programme Documents, terminate the appointment of an Agent, replace an Agent or appoint one additional or more Sub-Custodians other Agents. Without prejudice to establish and the provisions for the automatic termination of the appointment of an Agent in connection with the occurrence of an insolvency or similar event or proceedings in the relevant Programme Documents, the Issuer shall use reasonable endeavours to at all times maintain arrangements with (i) Eligible an Issuing and Paying Agent, a CREST Settlement Agent (in respect of Series of ETP Securities Depositories or which are cleared through CREST) and a Registrar , (ii) members of the Sub-Custodian’s network to hold Securities a Determination Agent, (iii) a Portfolio Administrator, and cash of the Fund and to carry out (iv) 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 of Sub-Custodians by the Board 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 by any stock exchange on which the ETP Securities may be listed. Notice of any change of Agent or any change to withdraw assets the specified office of an Agent shall promptly be given to the ETP Securityholders by the Issuer in accordance with Condition 17. Pursuant to the terms of the Fund from Trust Deed, at any Sub-Custodian arrangement that time after an Event of Default or a Potential Event of Default has ceased occurred in relation 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 3.3ETP Securities, the Custodian hereby warrants to the 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: Trustee may (i) by notice in writing to the Sub-Custodian's practicesIssuer, proceduresthe Issuing and Paying Agent and any other Paying Agents, the Registrar, the Portfolio Administrator, the CREST Settlement Agent (in respect of Series of ETP Securities which are cleared through CREST), any Transfer Agents, and/or the Determination Agent, require any and all of such Agents, until notified by the Trustee to the contrary, so far as permitted by applicable law to (a) act as agent of the Trustee under the Trust Deed and the ETP Securities mutatis mutandis on the terms of the Agency Agreement and/or the Portfolio Administration Agreement and/or the Determination Agreement, as applicable (with consequential amendments as necessary) and except that the Trustee’s liability for the indemnification, remuneration and all other expenses of such Agents (if any) shall be limited to the amounts for the time being held by the Trustee in respect of the ETP Securities on the terms of the Trust Deed and which are available (after application in accordance with the relevant order of priority set out in Condition 6.5) to discharge such liability); or (b) deliver the ETP Securities and all moneys, documents and records held by them in respect of the ETP Securities to or to the order of the Trustee or as the Trustee directs in such notice, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether by notice in writing to the Sub-Custodian has Issuer require it to make all subsequent payments in respect of the requisite financial strength ETP Securities to provide reasonable care for Fund assets; or to the order of the Trustee and not to the Issuing and Paying Agent, the CREST Settlement Agent (iiiin respect of Series of ETP Securities which are cleared through CREST) and/or the Sub-Custodian's general reputation and standing and, in Registrar (as the case may be) with effect from the receipt of a Securities Depository, any such notice by the Securities Depository's operating history and number of participantsIssuer; and from then until such notice is withdrawn, proviso (iv1) whether the Fund will of Condition 6.2(A) shall cease to 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 Stateseffect. (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 Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 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 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the 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 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s 's arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 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 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Trust that it agrees to exercise reasonable care, prudence prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 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 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s 's arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s '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 of Sub-Custodians by the Board 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretionSave as provided below, the Custodian Agents act solely as agents of the Issuer. The Agents do not assume any obligation or relationship of agency or trust for or with any ETP Securityholder. The Issuer may at any time without requiring the prior written approval of the Trustee or the ETP Securityholders but subject to and in accordance with the provisions of the relevant Programme Documents, terminate the appointment of an Agent, replace an Agent or appoint one additional or more Sub-Custodians other Agents. Without prejudice to establish and the provisions for the automatic termination of the appointment of an Agent in connection with the occurrence of an insolvency or similar event or proceedings in the relevant Programme Documents, the Issuer shall use reasonable endeavours to at all times maintain arrangements with (i) Eligible Securities Depositories or an Issuing and Paying Agent and a Registrar , (ii) members of the Sub-Custodian’s network to hold Securities a Determination Agent, (iii) a Portfolio Administrator, and cash of the Fund and to carry out (iv) 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 of Sub-Custodians by the Board 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 by any stock exchange on which the ETP Securities may be listed. Notice of any change of Agent or any change to withdraw assets the specified office of an Agent shall promptly be given to the ETP Securityholders by the Issuer in accordance with Condition 17. Pursuant to the terms of the Fund from Trust Deed, at any Sub-Custodian arrangement that time after an Event of Default or a Potential Event of Default has ceased occurred in relation 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 3.3ETP Securities, the Custodian hereby warrants to the 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: Trustee may (i) by notice in writing to the Sub-Custodian's practicesIssuer, proceduresthe Issuing and Paying Agent and any other Paying Agents, the Registrar, the Portfolio Administrator, any Transfer Agents, and/or the Determination Agent, require any and internal controls all of such Agents, until notified by the Trustee to the contrary, so far as permitted by applicable law to (a) act as agent of the Trustee under the Trust Deed and the ETP Securities mutatis mutandis on the terms of the Elavon Agency Agreement and/or the Portfolio Administration Agreement and/or the Determination Agreement, as applicable (with consequential amendments as necessary) and except that the Trustee’s liability for certificated securities the indemnification, remuneration and all other expenses of such Agents (if applicable), its method of keeping custodial records, and its security and data protection practices; (iiany) whether shall be limited to the Sub-Custodian has amounts for the requisite financial strength to provide reasonable care for Fund assets; (iii) time being held by the Sub-Custodian's general reputation and standing and, Trustee 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 respect of the existence of any offices ETP Securities on the terms of the Sub-Custodian Trust Deed and which are available (after application in accordance with the United States or the Sub-Custodian's consent relevant order of priority set out in Condition 6.5) 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 Sub-Custodian or members of a Sub-Custodian’s networkdischarge such liability); (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 measurers and as to the compensation and expenses of the Custodian relating to such measures.or

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (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 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 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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. 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 Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the 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, including, but not limited to, the physical protections available for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s Funds' assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s Funds' 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with 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 Trust 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 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s 's arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 Trustees 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 Trust Corp 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 Corp shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Trust shall information give its a 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 Trustees 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 Funds’ arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust Corp 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the a Fund’s assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the a 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-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 Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Sub- Custodians to hold property of the Fund, it will so notify the 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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-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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 Trustees 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 Trust Corp 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 Corp shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Trust shall information give its a 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 Trustees 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 Funds' arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust Corp 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the a Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the a Fund’s 's arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust shall information give its a 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 Trustees Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with 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 Trust Company 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 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s 's arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 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 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 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 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, Each Interim Finance Party (other than the Custodian may appoint one or more Sub-Custodians to establish relevant Agent) irrevocably authorises and maintain arrangements with appoints each Agent: (i) Eligible Securities Depositories to act as its agent under and in connection with the Interim Documents (and, to the extent applicable, in the case of the Interim Security Agent to act as its trustee (or agent) for the purposes of the Security Documents); (ii) members to execute and deliver on its behalf such of the Sub-Custodian’s network Interim Documents as are expressed to hold Securities be executed by such Agent on its behalf; and (iii) to perform the duties and cash to exercise the rights, powers and discretions which are specifically delegated to such Agent by the terms of the Fund Interim Documents, together with all other incidental rights, powers 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 Custodiandiscretions. (b) IfEach Interim Finance Party: (i) irrevocably authorises and appoints, after severally, each of the initial approval Interim Facility Agent and the Arrangers to accept on its behalf the terms of Sub-Custodians any reliance letter or engagement letter relating to any report, certificate or letter provided by the Board of Trustees accountants, auditors or other professional advisers in connection with any of the Interim Documents or any related transactions and to bind such Interim Finance Party in respect of the addressing or reliance or limitation of liability of any person under any report, certificate or letter; and (ii) accepts the terms and any limitation of liability or qualification in the reports or any reliance or engagement letter entered into by the Interim Facility Agent and/or any Arranger (whether before or after such Interim Finance Party became party to this Agreement, ) in connection with the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the 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 Trustees next following receipt of such notice and information, the Trust shall give its written approval or disapproval of the proposed actionInterim Documents. (c) The agreement relationship between each Agent and the Custodian other Interim Finance Parties is that of principal and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Actagent only. (d) At Except as specifically provided in the end of each calendar quarterInterim Documents, no Agent shall: (i) have, or be deemed to have, any obligations to, or trust or fiduciary relationship with, any other Party or other person, other than those for which specific provision is made by the Custodian shall provide written reports notifying Interim Documents; or (ii) be bound to account to any other Interim Finance Party for any sum or the Board of Trustees of the placement of the Securities and cash of the Fund with a Sub-Custodian and profit element 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 applicablesum received by it for its own account. (e) With respect Neither Agent is authorised to its responsibilities under this Section 3.3, the Custodian hereby warrants act on behalf of an Interim Finance Party in any legal or arbitration proceedings relating to the Trust any Interim Document without first obtaining that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility Interim Finance Party’s consent except in any proceedings for the safekeeping of property protection, preservation or enforcement 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 Security Documents otherwise permitted 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 Statesthis Agreement. (f) The Custodian shall establish a system Each Interim Finance Party (other than the relevant Agent) hereby releases each Agent (to the extent legally possible) from any restrictions on representing several persons and self- dealing under any applicable law to make use of any authorisation granted under this Agreement and to perform its duties and obligations as Agent hereunder and under or ensure in connection with the Interim Documents (in each case to the extent that its Sub-Custodian has established a system Interim Finance Party is able to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance do so, and provided that any of the contract governing Interim Finance Parties which cannot release the Fund’s arrangements with relevant Agent from any such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depositoryrestriction shall inform that Agent as soon as practicable). (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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the as Sub-Custodian’s network 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 (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 Trustees in connection with this Agreement, If the Custodian wishes to appoint other one or more Sub-Custodians to hold property of the Fund, it will so notify the Trust 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 Trustees Directors next following receipt of such notice and information, the Trust 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 Trustees 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. 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 Trust 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 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 or members of a Sub-Custodian’s network; (ii) the performance of and 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network custodians to hold Securities and cash of the Fund Portfolios 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 Portfolio 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 of Sub-Custodians by the Board of Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundPortfolio, it will so notify the Trust Portfolio 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 Portfolio shall at the meeting of the Board of Of Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund Portfolios with a particular Sub-Custodian and of any material changes in the Fund’s Portfolios' 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 Portfolios 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 Trust Portfolio that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundPortfolios. The Custodian further warrants that the Funda Portfolio'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 Portfolio 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 Portfolio will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s Portfolio's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s Portfolios' 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 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 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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, 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 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 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 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 or members of a Sub-Custodian’s network; (ii) the performance of and 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (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 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 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 Of Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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. 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 Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s Funds' 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. In connection with the Project, each Credit Party hereby appoints the Loan Servicer and the Administrative Agent, and by its signature below, each such Agent accepts such appointment: (a) In its discretionthe Loan Servicer to act as Loan Servicer and authorizes it to exercise such rights, powers, authorities and discretions as are specifically delegated to the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of Loan Servicer by the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions terms of this Common Agreement and the other Loan Documents, together with all such rights, powers, authorities and discretions 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.reasonably incidental thereto; (b) Ifthe Administrative Agent or its designee to act as Collateral Agent and authorizes it to exercise such rights, after powers, authorities and discretions as are specifically delegated to the initial approval of Sub-Custodians Administrative Agent in its capacity as the Collateral Agent by the Board terms of Trustees in connection with this AgreementCommon Agreement and the other Loan Documents, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fundincluding, it will so notify the 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 Trustees next following receipt of such notice and information, the Trust shall give its written approval or disapproval of the proposed action.without limitation: (ci) 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 promptly notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a Sub-Custodian and DOE of any material changes in the Fund’s arrangements. Such reports shall include an analysis value of the custody risks associated Collateral of which it becomes aware; (ii) monitoring the Borrower’s compliance with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required covenants and agreements relating to withdraw assets of the Fund from any Sub-Custodian arrangement Collateral; (iii) monitoring all regulatory and Uniform Commercial Code filings related to the Collateral to ensure that has ceased to meet the requirements of Rule 17f-5 continuation statements, extensions or Rule 17f-7 under the 1940 Actrenewals, as applicable., are timely filed; (eiv) With during the continuance of an Event of Default or of any other breach or default under this Common Agreement or any other Loan Document, assisting and advising DOE in connection with the liquidation of the Collateral or any part thereof, including selecting specialists to assist in appraisal and liquidation of the Collateral, recommending liquidation strategies, identifying potential buyers of the assets and analyzing bids; (v) asking for, demanding, collecting, suing for, recovering, receiving and giving acquittance and receipts for moneys due and to become due under or in respect of the Collateral; (vi) receiving, endorsing and collecting any drafts or other instruments, documents and chattel paper in connection with the preceding clauses; (vii) occupying any premises where the Collateral or any part thereof is assembled or located; (viii) enforcing any agreements to which it is a party; (ix) creating, preserving and protecting its Liens on, and security interest in, the Collateral; (x) filing any claims or taking any action or instituting any proceedings that it may deem necessary or desirable for the collection of any of the Collateral or otherwise to accomplish the purposes of the Security Documents or enforce its rights with respect to its responsibilities under this Section 3.3any of the Collateral; (xi) exercising in respect of the Collateral, the Custodian hereby warrants in addition to any other rights or remedies available to it and to the Trust extent not in violation of any applicable law, all the rights and remedies of a secured party under the Uniform Commercial Code; (xii) ensuring that all Security Documents are revised or renewed as necessary; and (xiii) ensuring that the Collateral is properly maintained for the benefit of DOE, FFB and any other third party lenders or guarantors, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto; (c) the Administrative Agent to act as Administrative Agent and authorizes it agrees to exercise reasonable caresuch rights, prudence powers, authorities and diligence such discretions 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 are specifically delegated to the safekeeping Administrative Agent by the terms of such assetsthis Common Agreement and the other Loan Documents, including, without limitation: (i) , to give notices or provide instructions on behalf of DOE to any Person under the Sub-Custodian's practicesLoan Documents in accordance with the terms and conditions thereof, proceduresmaintain and provide to DOE a quality assurance plan, provide all deliverables in electronic formats compatible with DOE’s software applications, 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, take such other actions as may be reasonably requested 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 writing by DOE or as shall be able to enforce judgments against the Sub-Custodian, such as by virtue required in respect 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 StatesLoan Documents, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto. (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 Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (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 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 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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. 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 Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.the

Appointment of Agents. (a) In its discretionOn the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with Company hereby appoints (i) Eligible Securities Depositories or each Agent as an Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering and (ii) members GPN as an Agent of the Sub-Custodian’s network Company during the Offering Period to hold Securities and cash assist the Company with its solicitation of certain of the Fund warrant holders to participate in the Warrant Exercise and to carry out modify other warrants (the “Warrant Modification”) as described in Section 4(c) of the Subscription Agreement (as defined herein). Katalyst may offer the Securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of Katalyst’s Broker Compensation (as defined in Section 3A below) it receives to such other provisions Sub Agents or pay a finders or consultant fee as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Agents hereby accept such appointment and agree to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers of the Securities who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D. The Agents have no obligation to purchase any of the Securities or sell any Securities. Unless sooner terminated in accordance with this Agreement Agreement, the engagement of each Agent pursuant to subclause (i) above shall continue until the later of the Termination Date or the Final Closing (as it may determine; defined below) and the engagement of GPN hereunder shall continue until the earlier of one-year from the date hereof or completion of the Warrant Exercise and the Warrant Modification. The Offering is currently anticipated to be the private placement of Units (“Units”), with each Unit consisting of (i) one share of the Company’s common stock (the “Common Stock”), par value $0.001 (each, a “Share”) and (ii) one warrant to purchase one share of Common Stock with an exercise price equal to 125% of the Purchase Price (defined below) (each, a “Warrant” and collectively with the Shares, the Warrant Shares (as defined herein) and the Units, the “Securities”). The Offering is for a minimum of gross proceeds of Two Million Dollars ($2,000,000) (the “Minimum Offering”) and a maximum of gross proceeds of Four Million Dollars ($4,000,000 (the “Maximum Offering”) through the sale of the Units, with an over-subscription option up to an additional One Million Dollars ($1,000,000). The offering price per Unit will be the lesser of (i) 90% of the weighted average closing prices of the Common Stock for the five (5) trading days preceding Thursday, July 28, 2016, and (ii) Fifty Cents ($0.50) (the “Purchase Price”). The minimum subscription is Twenty Five Thousand Dollars ($25,000), provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall subscriptions in lesser amounts may 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 accepted by the CustodianCompany in its sole discretion. (b) IfPlacement of the Securities by the Agents will be made on a reasonable best efforts basis. The Company agrees and acknowledges that the Agents are not acting as an underwriter with respect to the Offering or Warrant Exercise, and the Company shall determine the purchasers in the Offering in its sole discretion. The Securities will be offered by the Company to potential subscribers, which may include related parties of the Agents or the Company, commencing on August 3, 2016 (the “Initial Offering Period”), which date may be extended by the Company and the Agents for a period of up to 30 days from the date of the Initial Closing (as defined below) (this additional period and the Initial Offering Period shall be referred to as the “Offering Period”). The date on which the Offering is terminated shall be referred to as the “Termination Date”. The closing of the Offering may be held up to ten days after the initial approval of Sub-Custodians by the Board 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 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 Trustees next following receipt of such notice and information, the Trust shall give its written approval or disapproval of the proposed actionTermination Date. (c) The agreement between the Custodian Company shall only offer securities to and each Sub-Custodian acting hereunder shall contain the required provisions set forth accept subscriptions from or sell Securities to, persons or entities that qualify as (or are reasonably believed to be) “accredited investors,” as such term is defined in Rule 17f-5(c)(2501(a) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under Section 4(a)(2) of the 1940 Securities Act of 1933, as amended (the “Act”). (d) At The offering of Securities will be made by each Agent on behalf of the end of each calendar quarterCompany solely pursuant to the Subscription Agreement and the Exhibits to the Subscription Agreement, including, but not limited to, and to the extent applicable, a Registration Rights Agreement, the Custodian shall provide written reports notifying Warrant and any documents, agreements, supplements and additions thereto (collectively, the Board of Trustees of “Subscription Documents”), which at all times will be in form and substance reasonably acceptable to the placement of Company and each Agent and their counsel and contain such legends and other information as the Securities Company, the Agents and cash of the Fund with a Sub-Custodian their counsel, may, from time to time, deem necessary 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 desirable to 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 applicableset forth therein. (e) With respect to its responsibilities under this Section 3.3the Offering, the Custodian hereby warrants Company shall provide the Agents, on terms set forth herein, the right to offer all of the available Securities being offered during the Offering Period (subject to prior offer and sale of some of the Securities). It is understood that no sale shall be regarded as effective unless and until accepted by the Company. The Company may, in its sole discretion, accept or reject, in whole or in part, any prospective investment in the Securities or allot to any prospective subscriber less than the number of Securities that such subscriber desires to purchase. Purchases of Securities may be made by the Agents and any selected sub-dealers and their respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates of the Company (collectively, the “Affiliates”) for the Offering and such purchases will be made by the Affiliates based solely upon the same information that is provided to the 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, investors 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 StatesOffering. (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 Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network 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 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 of Sub-Custodians by the Board of Trustees the Trust 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 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 Trustees the Trust next following receipt of such notice and information, the 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 Trustees the Trust of the placement of the Securities and cash of the a Fund with a 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 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 measurers measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, but subject to prior approval by the Board, the Custodian may appoint one or more Sub-Custodians registered and domiciled in the United States to establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 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 taken by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board 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 Trust 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 meeting of the Board of Trustees next following receipt of such notice and information, the Trust Funds shall give its their written approval or disapproval of the proposed action. (c) The agreement 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 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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. 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 Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust 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 ’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 the Funds’ 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s Funds’ assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s Funds’ 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) 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-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 Trustees 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 Trust 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 meeting of the Board of Trustees Directors next following receipt of such notice and information, the Trust Corporation 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 Trustees Directors of the placement of the Securities and cash of the Fund with a 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 Trust 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 Fund's ’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 TrustCorporation. In the event that extraordinary measures are required to collect such income, the Trust Corporation 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 may: (a) Appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (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 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 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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. 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 Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s Funds' 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network custodians to hold Securities and cash of the Fund Portfolio 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 Portfolio 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 of Sub-Custodians by the Board of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundPortfolio, it will so notify the 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 Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund Portfolio with a particular Sub-Custodian and of any material changes in the Fund’s Portfolio'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 Portfolio 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 Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundPortfolio. The Custodian further warrants that the Funda Portfolio'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 Portfolio 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 Portfolio will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s Portfolio's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s Portfolio'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 measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. The Secured Parties hereby appoint Omicron Master Trust (athe "Agent") In its discretion, the Custodian may appoint one or more Sub-Custodians to establish act as their agent for purposes of exercising any and maintain arrangements with (i) Eligible Securities Depositories or (ii) members all rights and remedies of the Sub-Custodian’s network Secured Parties hereunder except with respect to hold Securities the rights and cash remedies afforded the Secured Parties pursuant to Section 19 below, wherefore CCA (US) Fund I, L.P. is hereby appointed to act as the agent of the Fund Secured Parties (the "Lockbox Agent"). Such appointments shall continue until revoked in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Agent and to carry out such other provisions of this Agreement or Lockbox Agent, as it the case may determinebe; provided, howeverthat Omicron Master Trust may not be removed as Agent unless it shall then hold less than $500,000 of principal amount of Debentures. The Agent and Lockbox Agent, that as applicable, shall have the appointment rights, responsibilities and immunities set forth in Annex B hereto. Nothing herein contained shall be construed to constitute Agent or Lockbox Agent as agent of Debtors for any purpose whatsoever, and Agent and Lockbox Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any such agents part of the Collateral wherever the same may be located and maintenance regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Agent and Lockbox Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any Securities and cash kind occurring in the settlement, collection or payment of any of the Fund shall be at Collateral or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Agent and Lockbox Agent, by anything herein or in any assignment or otherwise, do not assume any of the Custodian's expense obligations under any contract or agreement assigned to Agent or Lockbox Agent and shall not relieve be responsible in any way for the Custodian performance by Debtors 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 Custodianterms and conditions thereof. (b) If, after the initial approval of Sub-Custodians by the Board 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-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 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 measurers 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust shall information give its a 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 Trustees 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. 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 Trust Company 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 ’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 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 or members of a Sub-Custodian’s network; (ii) the performance of and 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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. 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 Trust 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 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with 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 Trust 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s 's arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretionOn the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with Company hereby appoints (i) Eligible Securities Depositories or each Agent as an Agent of the Company during the Offering Period (as defined in Section 1(b) below) to assist the Company in finding qualified subscribers for the Offering and (ii) members GPN as an Agent of the Sub-Custodian’s network Company during the Offering Period to hold Securities and cash assist the Company with its solicitation of certain of the Fund warrant holders to participate in the Warrant Exercise and to carry out modify other warrants (the “Warrant Modification”) as described in Section 4(c) of the Subscription Agreement (as defined herein). Katalyst may offer the Securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”) and may reallow all or a portion of Katalyst’s Broker Compensation (as defined in Section 3A below) it receives to such other provisions Sub Agents or pay a finders or consultant fee as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Agents hereby accept such appointment and agree to perform the services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its reasonable best efforts to assist the Company in finding subscribers of the Securities who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D. The Agents have no obligation to purchase any of the Securities or sell any Securities. Unless sooner terminated in accordance with this Agreement Agreement, the engagement of each Agent pursuant to subclause (i) above shall continue until the later of the Termination Date or the Final Closing (as it may determine; defined below) and the engagement of GPN hereunder shall continue until the earlier of one-year from the date hereof or completion of the Warrant Exercise and the Warrant Modification. The Offering is currently anticipated to be the private placement of Units (“Units”), with each Unit consisting of (i) one share of the Company’s common stock (the “Common Stock”), par value $0.001 (each, a “Share”) and (ii) one warrant to purchase one share of Common Stock with an exercise price equal to 125% of the Purchase Price (defined below) (each, a “Warrant” and collectively with the Shares, the Warrant Shares (as defined herein) and the Units, the “Securities”). The Offering is for a minimum of gross proceeds of Two Million Dollars ($2,000,000) (the “Minimum Offering”) and a maximum of gross proceeds of Four Million Dollars ($4,000,000 (the “Maximum Offering”) through the sale of the Units, with an over-subscription option up to an additional One Million Dollars ($1,000,000). The offering price per Unit will be the lesser of (i) 90% of the weighted average closing prices of the Common Stock for the five (5) trading days preceding the Initial Closing of the Offering, and (ii) Fifty Cents ($0.50) (the “Purchase Price”). The minimum subscription is Twenty Five Thousand Dollars ($25,000), provided, however, that subscriptions in lesser amounts may be accepted by the appointment Company in its sole discretion. This Amendment is hereby made part of any such agents and maintenance of any Securities incorporated into the Agreement, with all the terms and cash conditions of the Fund Agreement remaining in full force and effect, except to the extent modified hereby. This Amendment may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall be at deemed to be an original instrument which shall be enforceable against the Custodian's expense parties actually executing such counterparts and all of which together shall not relieve constitute one and the Custodian of any of its obligations or liabilities under this Agreementsame instrument. The Custodian shall be liable for the actions exchange of any Sub-Custodians (regardless copies 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 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a Sub-Custodian Amendment and of any material changes signature pages by facsimile transmission or in the Fund’s arrangements. Such reports pdf format shall include an analysis constitute effective execution and delivery 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 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 Amendment as to the measurers parties and as to the compensation and expenses may be used in lieu of the Custodian relating original Amendment for all purposes. Signatures of the parties transmitted by facsimile or in pdf format shall be deemed to such measuresbe their original signatures for all purposes.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust Fund 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 Trustees 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. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly shall, as soon as reasonably practicable, 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 Trust Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the assets and 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 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 or members of a Sub-Custodian’s network; (ii) the performance of and 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; , provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (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 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 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 Of Trustees next following receipt of such notice and information, the Trust shall information give its a 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)(217f-5(a)(1) under the 1940 Act(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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. 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 Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s 's assets with a particular Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of and the contract governing the Fund’s Funds' 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretionSave as provided below, the Custodian Agents act solely as agents of the Issuer. The Agents do not assume any obligation or relationship of agency or trust for or with any ETP Securityholder. The Issuer may at any time without requiring the prior written approval of the Trustee or the ETP Securityholders but subject to and in accordance with the provisions of the relevant Programme Documents, terminate the appointment of an Agent, replace an Agent or appoint one additional or more Sub-Custodians other Agents. Without prejudice to establish and the provisions for the automatic termination of the appointment of an Agent in connection with the occurrence of an insolvency or similar event or proceedings in the relevant Programme Documents, the Issuer shall use reasonable endeavours to at all times maintain arrangements with (i) Eligible Securities Depositories or an Issuing and Paying Agent and a Registrar , (ii) members of the Sub-Custodian’s network to hold Securities a Determination Agent, (iii) a Portfolio Administrator, and cash of the Fund and to carry out (iv) 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 of Sub-Custodians by the Board 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 by any stock exchange on which the ETP Securities may be listed. Notice of any change of Agent or any change to withdraw assets the specified office of an Agent shall promptly be given to the ETP Securityholders by the Issuer in accordance with Condition 17. Pursuant to the terms of the Fund from Trust Deed, at any Sub-Custodian arrangement that time after an Event of Default or a Potential Event of Default has ceased occurred in relation 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 3.3ETP Securities, the Custodian hereby warrants to the 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: Trustee may (i) by notice in writing to the Sub-Custodian's practicesIssuer, proceduresthe Issuing and Paying Agent and any other Paying Agents, the Registrar, the Portfolio Administrator, any Transfer Agents, and/or the Determination Agent, require any and all of such Agents, until notified by the Trustee to the contrary, so far as permitted by applicable law to (a) act as agent of the Trustee under the Trust Deed and the ETP Securities mutatis mutandis on the terms of the Elavon Agency Agreement and/or the Portfolio Administration Agreement and/or the Determination Agreement, as applicable (with consequential amendments as necessary) and except that the Trustee’s liability for the indemnification, remuneration and all other expenses of such Agents (if any) shall be limited to the amounts for the time being held by the Trustee in respect of the ETP Securities on the terms of the Trust Deed and which are available (after application in accordance with the relevant order of priority set out in Condition 6.5) to discharge such liability); or (b) deliver the ETP Securities and all moneys, documents and records held by them in respect of the ETP Securities to or to the order of the Trustee or as the Trustee directs in such notice, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether by notice in writing to the Sub-Custodian has Issuer require it to make all subsequent payments in respect of the requisite financial strength ETP Securities to provide reasonable care for Fund assets; (iii) or to the Sub-Custodian's general reputation order of the Trustee and standing andnot to the Issuing and Paying Agent, in and/or the case Registrar with effect from the receipt of a Securities Depository, any such notice by the Securities Depository's operating history and number of participantsIssuer; and from then until such notice is withdrawn, proviso (iv1) whether the Fund will of Condition 6.2(A) shall cease to 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 Stateseffect. (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 Sub-Custodian 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) The Bank of New York has been named as Fiscal Agent under this Agreement and in respect of the Notes upon the terms and subject to the conditions herein set forth, and hereby agrees to serve in such capacity. The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Issuer as may be mutually agreed upon in writing by the Issuer and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Notes are subject to and governed by the terms and provisions hereof. (b) In addition to the Fiscal Agent, the Issuer may, at its discretion, the Custodian may appoint one or more Sub-Custodians Paying Agents for the payment (subject to establish applicable laws and maintain arrangements with (iregulations) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities principal of and cash any interest (and any Additional Amounts, as defined in the Conditions) on the Notes, and one or more agents (each a “Transfer Agent” and collectively, the “Transfer Agents”, for the transfer and exchange of Notes at such place or places as the Fund and to carry out such other provisions of this Agreement as it Issuer may determine; provided, however, that the Issuer shall maintain, so long as any of the Notes are Outstanding or until monies for the payment of all principal of and interest (and any Additional Amounts) on all Outstanding Notes shall have been made available at the offices of the Fiscal Agent, a Co-Registrar, a Paying Agent and a Transfer Agent in The City of New York (which may be the Fiscal Agent), a Paying Agent and a Transfer Agent with a specified office in a European city, a Registrar, a Paying Agent and a Transfer Agent in Buenos Aires, so long as any Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, a Paying Agent and a Transfer Agent with a specified office in Luxembourg and, so long as any Notes are listed on any other Stock Exchange, a Paying Agent with a specified office for such place as may be required by the rules and regulations of such Stock Exchange. The Issuer hereby initially appoints the Fiscal Agent at its office in The City of New York as the Principal Paying Agent, the Co-Registrar and a Transfer Agent and the Fiscal Agent, by its execution hereof, hereby accepts such appointment. The Issuer hereby initially appoints Banco Río de la Plata S.A. at its office in Buenos Aires, Argentina, which is located, as of the date hereof, at Xxxxxxxxx Xxxxx 000, (0000) Xxxxxx Xxxxx, Xxxxxxxxx, to act as the Registrar, a Paying Agent and a Transfer Agent and Banco Río de la Plata S.A., by its execution hereof, hereby accepts such appointment. The Issuer hereby initially appoints Banque Internationale à Luxembourg S.A. at its office in Luxembourg, which is located, as of the date hereof, at 69 route X’Xxxx X-0000, Xxxxxxxxxx, Grand Duchy of Luxembourg, to act as a Paying Agent and a Transfer Agent and Banque Internationale à Luxembourg S.A., by its execution hereof, hereby accepts such appointment. The Issuer shall promptly notify the Fiscal Agent in writing of the name and address of any other Paying Agent or Transfer Agent appointed by it and of the country or countries in which a Paying Agent or Transfer Agent may act in that capacity, and shall notify the Fiscal Agent of the resignation or termination of any such Paying Agent or Transfer Agent. Subject to the provisions of Section 12 hereof, the Issuer may vary or terminate the appointment of any such agents Paying Agent or Transfer Agent at any time 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 of Sub-Custodians by the Board of Trustees in connection with this Agreement, the Custodian wishes from time to appoint other Sub-Custodians to hold property of the Fund, it will so notify the 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 Acttime upon giving notice, as applicable. (e) With respect specified in Section 12, to its responsibilities under this Section 3.3such Paying Agent or Transfer Agent, as the Custodian hereby warrants case may be, and to the 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 StatesFiscal Agent. (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 Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-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 Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust 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 Trustees Directors of the placement of the Securities and cash of the Fund with a 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 Trust 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 TrustCompany. In the event that extraordinary measures are required to collect such income, the Trust 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s '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 of Sub-Custodians by the Board 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 Trust Registrant 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Trust on behalf of the relevant Fund. (b) If, after the initial approval of Sub-Custodians by the Board 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust 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 Trustees Directors of the placement of the Securities and cash of the Fund Funds with a Sub-Custodian and of any material changes in the any 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 Trust 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 each 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 a Fund’s assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Company will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the each Fund’s assets with a Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of the contract governing the a 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 a Fund shall be entitled and shall credit such income, as collected, to the TrustCompany. In the event that extraordinary measures are required to collect such income, the Trust Company and Custodian shall consult as to the measurers 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-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 Trustees 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 Trust 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 Trustees Directors next following receipt of such notice and information, the Trust 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 Trustees Directors of the placement of the Securities and cash of the Fund with a 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 Trust 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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 (“Foreign Securities”) to which the Fund shall be entitled and shall credit such income, as collected, to the TrustCompany. In the event that extraordinary measures are required to collect such income, the Trust 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) i. In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreementand ii. 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 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 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 Trustees next following receipt of such notice and information, the Trust shall give its written approval or disapproval of the proposed action. (c) iii. 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) iv. At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a 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) v. With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the 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 consent to service of process in the United States.to (f) vi. 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 Sub-Custodian 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) vii. 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network 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 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 of Sub-Custodians by the Board of Trustees the Trust 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 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 Trustees the Trust next following receipt of such notice and information, the 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 Act1000 Xxx. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees the Trust of the placement of the Securities and cash of the a Fund with a 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 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 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 measurers 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) 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-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 Trustees 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 Trust Funds and provide it them with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Trustees next following receipt of such notice and information, the Trust Fund shall give its written approval or disapproval of the proposed action. (c) The agreement agreement(s) 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 Trustees 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. 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 Trust 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 ’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’s Funds’ assets with a Sub-Custodian or members of a Sub-Custodian’s network; and (ii) the performance of the contract governing the Fund’s Funds’ 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 that the Custodian is aware with respect to foreign Securities to which the Fund Funds shall be entitled and shall credit such income, as collected, to the TrustFunds. In the event that extraordinary measures are required to collect such income, the Trust Funds 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Sub-Custodian’s network to hold Securities and cash of the Company and 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 Company and 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 Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Company and a Company and a Fund, it will so notify the Trust Company and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Trustees next following receipt of such notice and information, the Trust 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 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 Trustees of the withdrawal or placement of the Securities and cash of the Company and a Company and a Fund with a 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 Company and 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, as applicable. (ef) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Company and a 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 the Company and a 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 Company and a Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (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 Sub-Custodian 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 Company or its investment adviser of any material change in these risks. (gh) The Custodian shall use commercially reasonable commercial efforts to collect all income and other payments with respect to foreign Foreign Securities to which the Company and a Fund shall be entitled and shall credit such income, as collected, to the TrustCompany. In the event that extraordinary measures are required to collect such income, the Trust Company and Custodian shall consult as to the measurers measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) 1. In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Foreign Custodians who are members of the Sub-Custodian’s network 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 Sub-Custodian and the maintenance of any Securities and cash of the Fund shall a Fund’s Foreign Assets will be at the Custodian's ’s expense and shall will not relieve the Custodian of any of its obligations or liabilities under this AgreementAgreement or the Rule. The Custodian shall will be liable for the actions of any Sub-Custodians Custodian (regardless of whether assets Foreign Assets are maintained in the custody of a Sub-Custodian, a member of its network network, or an Eligible Securities DepositoryDepository in accordance with Rule 17f-7 under the Investment Company Act of 1940 (the “1940 Act”)) appointed by it as if such actions had been done by the Custodian. (b) 2. If, after the initial approval appointment of a Sub-Custodians Custodian by the Board of Trustees in connection with this Agreement, the Custodian wishes to appoint other additional or different Sub-Custodians other than Eligible Foreign Custodians to hold property of the FundTrust, it will so promptly notify the Trust Advisor and provide it with information reasonably necessary for the Board to determine any such new approve the Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act’s, including a copy of the proposed agreement with such Sub-Custodian. At The Board will approve such Sub-Custodian at the next regularly scheduled meeting of the Board of Trustees next following the Advisor’s receipt of such notice and informationnotice. 3. In performing its delegated responsibilities as foreign custody manager to place or maintain a Fund’s assets with a Sub-Custodian, the Trust shall give its written approval or disapproval Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the Specified 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 proposed actionfactors specified in Rule 17f-5(c)(1) under the 0000 Xxx. (c) 4. The agreement between the Custodian and each Sub-Custodian acting hereunder shall will provide reasonable care for Foreign Assets based on the standards specified in Rule 17f-5(c)(1) and 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 Trustees of the placement of the Securities and cash of the Fund with a 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 Depositories5. 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 Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundTrust. The Custodian further warrants that the Fund's Trusts’ 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 operating history and number of participantsstanding; and (iv) whether the Fund Trust 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) 6. The Custodian shall establish a system or will ensure that its a Sub-Custodian has established a an effective system to monitor on a continuing basis: (i) the appropriateness of maintaining the a Fund’s assets with an Eligible Foreign Custodian who is a Sub-Custodian or members member of a Sub-Custodian’s network; (ii) the performance of the contract governing the FundTrust’s and/or Sub-Custodian’s arrangements with such Sub-Custodian or members of a Sub-Eligible Foreign Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Trust and the Advisor of any material change in these risks. (g) 7. The Custodian shall will use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities Foreign Assets to which the Fund shall Trust is be entitled and shall will 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 will 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) 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-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 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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. (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 Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s its network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, Custodian or a member of its network or an Eligible Securities Depositorynetwork) 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 Trustees 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 such Fund and make the Trust and provide it with information reasonably 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 Trustees next following receipt of such notice and information, the 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 Trustees Directors or General Partner of the Funds of the withdrawal or placement of the Securities and cash of the Fund Funds with a Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. 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 Trust 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 the Funds’ assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (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 Funds’ assets with a Sub-Custodian or members of a Sub-Custodian’s its network; (ii) the performance of the contract governing the Fund’s Funds’ arrangements with such Sub-Custodian or members of a Sub-Custodian’s its network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Funds or its investment adviser 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 Funds shall be entitled and shall credit such income, as collected, to the TrustFunds. In the event that extraordinary measures are required to collect such income, the Trust Funds and Custodian shall consult as to the measurers 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s its network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, Custodian or a member of its network or an Eligible Securities Depositorynetwork) 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 Trustees 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 such Fund and make the Trust and provide it with information reasonably 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 Trustees next following receipt of such notice and information, the 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 Trustees Directors of the Funds of the withdrawal or placement of the Securities and cash of the Fund Funds with a Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. 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 Trust 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 the Funds’ assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (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 Funds’ assets with a Sub-Custodian or members of a Sub-Custodian’s its network; (ii) the performance of the contract governing the Fund’s Funds’ arrangements with such Sub-Custodian or members of a Sub-Custodian’s its network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Funds or its investment adviser 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 Funds shall be entitled and shall credit such income, as collected, to the TrustFunds. In the event that extraordinary measures are required to collect such income, the Trust Funds and Custodian shall consult as to the measurers 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) 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-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 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 Rule17f-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 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. (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 Sub-Custodian 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 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Sub-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 . The appointment of any such agents Sub-Custodians and maintenance of any Securities and cash of the Fund Assets therewith 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 acts or omissions of any Sub-Custodians (regardless of whether assets Fund 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 acts or omissions had been done by the Custodian. An initial list of Sub-Custodians and other agents has been provided by the Custodian to the Fund on or prior to the date hereof, and the Custodian will notify the Fund of any changes in such list as soon as reasonably practicable. (b) If, after In performing its delegated responsibilities as Foreign Custody Manager to place or maintain the initial approval Foreign Assets of the Fund with a Sub-Custodians by the Board of Trustees in connection with this AgreementCustodian, the Custodian wishes will determine that the Foreign Assets will be subject to appoint other Sub-Custodians reasonable care, based on the standards applicable to hold property of custodians in the Fund, it country in which the Foreign Assets will so notify the Trust and provide it with information reasonably necessary to determine any such new be held by that Sub-Custodian's eligibility under , after considering all factors relevant to safekeeping of such Foreign Assets, including, without limitation the factors specified in Rule 17f-5 17f-5(c) (1) under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Trustees next following receipt of such notice and information, the Trust shall give its written approval or disapproval of the proposed action. (c) The Each agreement between the Custodian and each Sub-Custodian acting hereunder shall be in writing and 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 The Custodian shall provide written reports notifying the Board of Trustees Directors of the withdrawal or placement of the Securities and cash of the Fund Assets with a Sub-Custodian Custodian, and of any material changes in with respect to the sub-custody arrangements for the Fund’s arrangements. Such reports will be provided to the Board of Directors quarterly, and at such other times as the Board of Directors deems reasonable and appropriate based on the circumstances of the arrangements for the Fund. 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 on behalf of the Fund as soon as reasonably practicable 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. (e) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property Fund Assets would exercise, or to adhere to a higher standard of care, in the Fundperformance its duties hereunder. The Custodian further represents and warrants that the Fund's assets Fund Assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering taking into consideration 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 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 assetsAssets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system or ensure has, and will insure that its each Sub-Custodian has has, established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund’s assets Fund Assets with a Sub-Custodian or members of a particular Sub-Custodian’s network; (ii) the performance of the contract governing the FundCustodian’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. The Custodian shall promptly notify the Fund or its investment adviser 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 Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the TrustFund Custody Account. In the event that extraordinary measures are required to collect such income, the Trust Fund and the Custodian shall consult as to the measurers measures to be taken 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 establish and maintain arrangements with (i) Eligible act as Securities Depositories or (ii) members of the Subas sub-Custodian’s network 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 (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 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 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 Unless otherwise agreed to by the parties, the Custodian shall notify the Trust of such information not less than twenty-eight (28) days before the meeting of the Board of Trustees next following receipt by the Custodian of such notice and information. The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Trust shall information give its a 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 Act17f-5(c)(2)(i). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Trust that it agrees to exercise such reasonable care, prudence and diligence such as required of 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-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 (i) 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. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial condition of a Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance any material loss of the contract governing assets of 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. In connection with the Project, DOE hereby appoints: (a) In The U.S. Department of Energy, an agency of the United States of America, acting through its discretionLoan Programs Office, the Custodian may appoint one or more Sub-Custodians its designee to establish act as Loan Servicer and maintain arrangements with authorizes it to (i) Eligible Securities Depositories or exercise such rights, powers, authorities and discretions as are specifically delegated to the Loan Servicer by the terms of this Loan Guarantee Agreement and the other Loan Documents, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto, and (ii) members further delegate, in the Loan Servicer's sole discretion, any of the Sub-Custodian’s network foregoing rights, powers, authorities and discretions 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 AgreementLoan Servicer. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-CustodianLoan Servicer, a member of by its network or an Eligible Securities Depository) appointed by it as if signature below, accepts such actions had been done by the Custodianappointment. (b) IfMidland or, after with the initial approval of Sub-Custodians Loan Servicer's consent, its designee, to act as Collateral Agent and: (i) authorizes it to exercise such rights, powers, authorities and discretions as are specifically delegated to the Collateral Agent by the Board terms of Trustees in connection with this AgreementLoan Guarantee Agreement and the other Loan Documents, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the 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 Trustees next following receipt of such notice and information, the Trust shall give its written approval or disapproval of the proposed action.including: (cA) 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 promptly notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a Sub-Custodian and Loan Servicer of any material changes in the Fund’s arrangements. Such reports shall include an analysis value of the custody risks associated Collateral of which it becomes aware; (B) monitoring the Borrower's compliance with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required covenants and agreements relating to withdraw assets of the Fund from any Sub-Custodian arrangement Collateral; (C) monitoring all regulatory and Uniform Commercial Code filings related to the Collateral to ensure that has ceased to meet the requirements of Rule 17f-5 continuation statements, extensions or Rule 17f-7 under the 1940 Actrenewals, as applicable., are timely filed; (eD) With during the continuance of an Event of Default or of any other breach or default under this Loan Guarantee Agreement or any other Loan Document, assisting and advising DOE and the Loan Servicer in connection with the liquidation of the Collateral or any part thereof, including selecting specialists to assist in appraisal and liquidation of the Collateral, recommending liquidation strategies, identifying potential buyers of the assets and analyzing bids; (E) asking for, demanding, collecting, suing for, recovering, receiving and giving acquittance and receipts for moneys due and to become due under or in respect of the Collateral; (F) receiving, endorsing and collecting any drafts or other instruments, documents and chattel paper in connection with the preceding clauses of this clause (b); (G) occupying any premises where the Collateral or any part thereof is assembled or located; (H) enforcing any agreements to which it is a party; (I) creating, preserving and protecting its Liens on, and security interest in, the Collateral; (J) filing any claims or taking any action or instituting any proceedings that it may deem necessary or desirable for the collection of any of the Collateral or otherwise to accomplish the purposes of the Security Documents or enforce its rights with respect to its responsibilities under this Section 3.3any of the Collateral; (K) exercising in respect of the Collateral, the Custodian hereby warrants in addition to any other rights or remedies available to it and to the Trust extent not in violation of any applicable law, all the rights and remedies of a secured party under the Uniform Commercial Code; (L) ensuring that all Security Documents are revised or renewed as necessary; (M) ensuring that the Collateral is properly maintained for the benefit of DOE, FFB and any other third party lenders or guarantors, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto; (N) promptly forwarding or making available to the Loan Servicer any certificates, notices, correspondence or other documents related to the Transaction Documents that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for receives from 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 practicesDepositary Bank; (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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian or members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with Collateral Agent, by its signature below, accepts such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depositoryappointment. (gc) The Custodian shall use reasonable commercial efforts Midland or, with the Loan Servicer's consent, its designee, to collect all income act as Administrative Agent and authorizes it to exercise such rights, powers, authorities and discretions as are specifically delegated to the Administrative Agent by the terms of this Loan Guarantee Agreement or as may be delegated to the Administrative Agent by the Loan Servicer from time to time, and take such other payments with respect to foreign Securities to which actions as may be reasonably requested in writing by the Fund Loan Servicer or as 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 measurers and as to the compensation and expenses in respect of the Custodian relating to Loan Documents, together with all such measuresrights, powers, authorities and discretions as are reasonably incidental thereto. The Administrative Agent, by its signature below, accepts such appointment.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Sub-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 . The appointment of any such agents Sub-Custodians and maintenance of any Securities and cash of the Fund Assets therewith 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 acts or omissions of any Sub-Custodians (regardless of whether assets Fund 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 acts or omissions had been done by the Custodian. An initial list of Sub-Custodians and other agents has been provided by the Custodian to the Trust on or prior to the date hereof, and the Custodian will notify the Trust of any changes in such list as soon as reasonably practicable. (b) If, after In performing its delegated responsibilities as Foreign Custody Manager to place or maintain the initial approval Foreign Assets of the Funds with a Sub-Custodians by the Board of Trustees in connection with this AgreementCustodian, the Custodian wishes will determine that the Foreign Assets will be subject to appoint other Sub-Custodians reasonable care, based on the standards applicable to hold property of custodians in the Fund, it country in which the Foreign Assets will so notify the Trust and provide it with information reasonably necessary to determine any such new be held by that Sub-Custodian's eligibility under , after considering all factors relevant to safekeeping of such Foreign Assets, including, without limitation the factors specified in Rule 17f-5 17f-5(c)(1) under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Trustees next following receipt of such notice and information, the Trust shall give its written approval or disapproval of the proposed action. (c) The Each agreement between the Custodian and each Sub-Custodian acting hereunder shall be in writing and 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 The Custodian shall provide written reports notifying the Board of Trustees of the withdrawal or placement of the Securities and cash of the Fund Assets with a Sub-Custodian Custodian, and of any material changes in with respect to the Fund’s arrangementssub-custody arrangements for the Funds. Such reports will be provided to the Board of Trustees quarterly, and at such other times as the Board of Trustees deems reasonable and appropriate based on the circumstances of the arrangements for the Funds. 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 on behalf of the relevant Fund(s) as soon as reasonably practicable 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. (e) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property Fund Assets would exercise, or to adhere to a higher standard of care, in the Fundperformance its duties hereunder. 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 represents and warrants that the Fund's assets Fund Assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering taking into consideration 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 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 assetsAssets; (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 relevant Fund(s) 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 has, and will insure that its each Sub-Custodian has has, established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund’s assets Fund Assets with a Sub-Custodian or members of a particular Sub-Custodian’s network; (ii) the performance of the contract governing the FundCustodian’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.with (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Foreign Securities to which the Fund Funds shall be entitled and shall credit such income, as collected, to the Trustrelevant Fund Custody Account. In the event that extraordinary measures are required to collect such income, the Trust and the Custodian shall consult as to the measurers measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) 1. In its discretion, the Custodian may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Foreign Custodians who are members of the Sub-Custodian’s 's network 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 Sub-Custodian and the maintenance of any Securities and cash of the Fund shall a Fund's Foreign Assets will be at the Custodian's expense and shall will not relieve the Custodian of any of its obligations or liabilities under this AgreementAgreement or the Rule. The Custodian shall will be liable for the actions of any Sub-Custodians Custodian (regardless of whether assets Foreign Assets are maintained in the custody of a Sub-Custodian, a member of its network network, or an Eligible Securities DepositoryDepository in accordance with Rule 17f-7 under the Investment Company Act of 1940 (the "1940 Act")) appointed by it as if such actions had been done by the Custodian. (b) 2. If, after the initial approval appointment of a Sub-Custodians Custodian by the Board of Trustees in connection with this Agreement, the Custodian wishes to appoint other additional or different Sub-Custodians other than Eligible Foreign Custodians to hold property of the FundTrust, it will so promptly notify the Trust Advisor and provide it with information reasonably necessary for the Board to determine any such new approve the Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act's, including a copy of the proposed agreement with such Sub-Custodian. At The Board will approve such Sub-Custodian at the next regularly scheduled meeting of the Board of Trustees next following the Advisor's receipt of such notice and informationnotice. 3. In performing its delegated responsibilities as foreign custody manager to place or maintain a Fund's assets with a Sub-Custodian, the Trust shall give its written approval or disapproval Custodian will determine that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the Specified 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 proposed actionfactors specified in Rule 17f-5(c) (1) under the 1940 Act. (c) 4. The agreement between agrxxxxxx xetween the Custodian and each Sub-Custodian acting hereunder shall will provide reasonable care for Foreign Assets based on the standards specified in Rule 17f-5(c)(1) and 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 Trustees of the placement of the Securities and cash of the Fund with a 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 Depositories5. 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 Cusxxxxxx xereby warrants to the Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundTrust. The Custodian further warrants that the Fund's Trusts' 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 participantsstanding; and (iv) whether the Fund Trust 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) 6. The Custodian shall establish a system or will ensure that its a Sub-Custodian has established a an effective system to monitor on a continuing basis: (i) the appropriateness of maintaining the a Fund’s 's assets with an Eligible Foreign Custodian who is a Sub-Custodian or members member of a Sub-Custodian’s 's network; (ii) the performance of the contract governing the Fund’s Trust's and/or Sub-Custodian's arrangements with such Sub-Custodian or members of a Sub-Eligible Foreign Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Trust and the Advisor of any material change in these risks. (g) 7. The Custodian shall will use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities Foreign Assets to which the Fund shall Trust is be entitled and shall will 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 will 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-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 Trustees 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 Trust 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 meeting of the Board of Trustees Directors next following receipt of such notice and information, the Trust Corporation 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 Trustees Directors of the placement of the Securities and cash of the Fund with a 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 Trust 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 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 TrustCorporation. In the event that extraordinary measures are required to collect such income, the Trust Corporation 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians who are members of the Sub-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 . The appointment of any such agents Sub-Custodians and maintenance of any Securities and cash of the Fund Assets therewith 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 acts or omissions of any Sub-Custodians (regardless of whether assets Fund 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 acts or omissions had been done by the Custodian. An initial list of Sub-Custodians and other agents has been provided by the Custodian to the Trust on or prior to the date hereof, and the Custodian will notify the Trust of any changes in such list as soon as reasonably practicable. (b) If, after In performing its delegated responsibilities as Foreign Custody Manager to place or maintain the initial approval Foreign Assets of the Funds with a Sub-Custodians by the Board of Trustees in connection with this AgreementCustodian, the Custodian wishes will determine that the Foreign Assets will be subject to appoint other Sub-Custodians reasonable care, based on the standards applicable to hold property of custodians in the Fund, it country in which the Foreign Assets will so notify the Trust and provide it with information reasonably necessary to determine any such new be held by that Sub-Custodian's eligibility under , after considering all factors relevant to safekeeping of such Foreign Assets, including, without limitation the factors specified in Rule 17f-5 17f-5(c)(1) under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Trustees next following receipt of such notice and information, the Trust shall give its written approval or disapproval of the proposed action. (c) The Each agreement between the Custodian and each Sub-Custodian acting hereunder shall be in writing and 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 The Custodian shall provide written reports notifying the Board of Trustees of the withdrawal or placement of the Securities and cash of the Fund Assets with a Sub-Custodian Custodian, and of any material changes in with respect to the Fund’s arrangementssub-custody arrangements for the Funds. Such reports will be provided to the Board of Trustees quarterly, and at such other times as the Board of Trustees deems reasonable and appropriate based on the circumstances of the arrangements for the Funds. 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 on behalf of the relevant Fund(s) as soon as reasonably practicable 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. (e) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property Fund Assets would exercise, or to adhere to a higher standard of care, in the Fundperformance its duties hereunder. The Custodian further represents and warrants that the Fund's assets Fund Assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering taking into consideration 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 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 assetsAssets; (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 relevant Fund(s) 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 has, and will insure that its each Sub-Custodian has has, established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund’s assets Fund Assets with a Sub-Custodian or members of a particular Sub-Custodian’s network; (ii) the performance of the contract governing the FundCustodian’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. The Custodian shall promptly notify the Funds or their investment adviser 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 Foreign Securities to which the Fund Funds shall be entitled and shall credit such income, as collected, to the Trustrelevant Fund Custody Account. In the event that extraordinary measures are required to collect such income, the Trust and the Custodian shall consult as to the measurers 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 establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) members of the Sub-Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-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 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 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 Trustees next following receipt of such notice and information, the 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 Trustees of the placement of the Securities and cash of the Fund with a 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 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 (i) the appropriateness of maintaining the Fund’s assets with a Sub-Custodian 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 measurers and as to the compensation and expenses of the Custodian relating to such measures.