Common use of Appointment of Custodian and Property to be Held by It Clause in Contracts

Appointment of Custodian and Property to be Held by It. The Fund hereby appoints and employs the Custodian as its custodian in accordance with and subject to the provisions hereof, and the Custodian hereby accepts such appointment and employment. Except to the extent that the Fund holds assets directly in accordance with Rule 17f-2 under the 1940 Act, holds assets directly with a Securities System in accordance with Rule 17f-4(b), or determines to maintain assets relating to repurchase agreements with a Tri-Party Custodian, the Fund may deliver to the Custodian all securities, participation interests, cash and other assets owned by it, and all payments of income, payments of principal and capital distributions and adjustments received by it with respect to all Custodied Assets owned by the Fund from time to time, and the cash received by it from time to time. The Custodian shall not be responsible for any property of the Fund held by the Fund and not delivered by the Fund to the Custodian. In response to a request from the Custodian, the Fund will also deliver to the Custodian copies of its currently effective governing documents, registration statement or other offering document and placement agent agreement with its placement agent, together with such resolutions, and other proceedings of the Fund as may be necessary for or convenient to the Custodian in the performance of its duties hereunder. Upon receipt of Proper Instructions, the Custodian may from time to time employ one or more Subcustodians located in the United States to perform such acts and services upon such terms and conditions as shall be approved from time to time by the Board, provided, however, that to the extent that the Custodian utilizes an “ intermediary custodian” pursuant to Rule 17f-4, any such intermediary custodian shall be required, at a minimum, to exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities intermediary to obtain and maintain financial assets corresponding to the security entitlements of its entitlement holders. Any such Subcustodian so employed by the Custodian shall be deemed to be the agent of the Custodian, and the Custodian shall remain primarily responsible for the securities, participation interests, cash and other property of the Fund held by such Subcustodian. The Custodian may place and maintain the Fund’s Foreign Assets in accordance with the applicable provisions of Appendix B hereto.