Common use of Custody Arrangements Clause in Contracts

Custody Arrangements. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating to the Litigation as may reasonably be requested by the Advisor.

Custody Arrangements. The Sub-Advisor, Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day, shall day provide the Advisor, its consultant(s) Adviser and the Trust’s custodian such information as the Advisor Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Sub-Advisor Subadviser Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue instruct its custodian banks to the custodian such (A) carry out all investment instructions as may be appropriate directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Notwithstanding any other provision in this Agreement or in any agreement executed with the Fund's Custodian (each, a "Custody Agreement"), the Adviser confirms, and the Subadviser acknowledges and agrees, that the Subadviser shall have no authority whatsoever, nor any authority to direct the custodian, to withdraw or transfer funds or securities from an account otherwise than in connection with effecting or settling trades for the settlement account pursuant to this Agreement and subject to the requirements of any transaction initiated by the Sub-AdvisorSection 2(e) of this Agreement. The Sub-Advisor shall have custodian and not the power and authority hereunderSubadviser is responsible for the collection of income, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assetsdividends, and the Advisor acknowledges other distributions and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating for other functions incidental to the Litigation as may reasonably be requested by role of the Advisorcustodian.

Custody Arrangements. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall have no responsibility or obligation to segregate, or to instruct the custodian to segregate, liquid assets of a Fund to the extent required to prevent any instrument or position taken by the Sub-Advisor in respect of the Sub-Advisor Assets from being deemed a “senior security” within the meaning of Section 18 of the 1940 Act. The Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property property, or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating to the Litigation as may reasonably be requested by the Advisor.

Custody Arrangements. The SubSecurities held by DBS Bank shall be treated as fungible with all other Deposited Securities of the same issue. This means that you have no right to any specific Deposited Securities but will instead be entitled to be transferred or delivered or repossessed from DBS Bank, an amount of Deposited Securities of any issue that is equivalent to the amount of such Deposited Securities credited to your account. In the event of an irreconcilable shortfall, you may not receive your full entitlement and may share in that shortfall pro-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trustrata among DBS Bank’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning other customers or those of the Sub-Advisor AssetsCustodian or Depository Agent. We strongly advise that you review all materials (as supplied by us and as supplemented with independent advice, which you have been encouraged to take) pertaining to the risks associated with any transaction. The Sub-Advisor shall have above does not purport to identify or disclose all the authority risks (whether direct or indirect) which may be associated with the securities and/or any transaction. You understand that you should undertake your own research and/or seek independent legal or financial advice or make such independent investigations which you deem necessary or appropriate before commencing or entering into such transactions. Both the Customer and DBS Bank will be dealing with each other as principals and the Customer must therefore look out for his own interests. The Customer agrees that none of DBS Bank and its directors, officers, employees, representatives or agents has any responsibility or duty to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered GTC Version Apr 18 make or give any recommendations, information, advice or opinion to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth hereinCustomer. For the avoidance of doubt, the Sub-Advisor DBS Bank shall not have the authority to cause the custodian to deliver securities and other property accept any responsibility for any recommendations, information, advice or pay cash opinion given by any of its directors, officers, employees, representatives or agents with respect to the Sub-Advisor except as expressly provided herein. All securities and/ or transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor DBS Bank shall not have possession be responsible or custody thereof. The Trust shall issue to liable for any losses, claims, damages, costs (including legal costs on a full indemnity basis) and expenses whatsoever which the custodian such instructions as Customer may be appropriate suffer or incur in connection with the settlement of any transaction initiated by the Sub-Advisorsuch recommendation, information, advice or opinion. The Sub-Advisor shall have Customer must satisfy himself that any order given is in his interest to give and that the power and authority hereunder, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, Customer is delegated hereunderdoing so as an informed decision. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating to the Litigation as may reasonably be requested by the Advisor.GTC Version Apr 18

Custody Arrangements. The Sub-Advisor, Subadviser shall not act as custodian or take possession of any assets of the Fund. The Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day, shall day provide the Advisor, its consultant(s) Adviser and the Trust’s custodian such information as the Advisor Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Sub-Advisor Subadviser Assets. The Sub-Advisor Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the authority acts or omissions of the authorized custodian(s), unless (1) such act or omission is required by and taken in reliance upon instructions given to instruct the authorized custodian(s) by a representative of the Subadviser properly authorized to give such instructions, or (2) a different standard of care applies to either the custodian or a subadviser pursuant to the then applicable agreement for custodial services between the Trust and the custodian. The records provided by the Adviser and the Trust’s custodian: (i) to pay cash for securities and other property delivered custodian shall be the official records relating to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Subadviser Assets, and the Sub-Advisor Subadviser shall not have possession or custody thereof. The Trust shall issue to be responsible for the custodian accuracy of such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating to the Litigation as may reasonably be requested by the Advisorrecords.

Custody Arrangements. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall have no responsibility or obligation to segregate, or to instruct the custodian to segregate, liquid assets of a Fund to the extent required to prevent any instrument or position taken by the Sub-Advisor in respect of the Sub-Advisor Assets from being deemed a “senior security” within the meaning of Section 18 of the 1940 Act. The Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating to the Litigation as may reasonably be requested by the Advisor.

Custody Arrangements. The Sub-Advisor, Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser prompt written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day, shall day provide the Advisor, its consultant(s) Adviser and the Trust’s custodian such information as the Advisor Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Sub-Advisor Subadviser Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue instruct its custodian banks to the custodian such (A) carry out all investment instructions as may be appropriate directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions and, in such case, only to the extent that the Subadviser has breached the standard of conduct set forth in Section 10(a). Notwithstanding any other provision in this Agreement or in any agreement executed with the Fund’s custodian (each, a “Custody Agreement”), the Adviser confirms, and the Subadviser acknowledges and agrees, that the Subadviser shall have no authority whatsoever, nor any authority to direct the custodian, to withdraw or transfer funds or securities from an account otherwise than in connection with effecting or settling trades for the settlement account pursuant to this Agreement and subject to the requirements of any transaction initiated by the Sub-AdvisorSection 2(e) of this Agreement. The Sub-Advisor shall have custodian and not the power and authority hereunderSubadviser is responsible for the collection of income, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assetsdividends, and the Advisor acknowledges other distributions and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating for other functions incidental to the Litigation as may reasonably be requested by role of the Advisorcustodian.

Custody Arrangements. The Sub-AdvisorTrust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. Title to all Subadviser Assets shall be held in the name of the Fund or in the name of a Custodian, or its nominee, for the benefit of the Fund. The Fund and/or the Trustees shall be responsible for selecting its Custodian. The Subadviser shall on each business day, shall day provide the Advisor, its consultant(s) Adviser and the Trust’s custodian such information as the Advisor Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Sub-Advisor Subadviser Assets. The Sub-Advisor Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the authority acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Subadviser shall have no duty or obligation with respect to the selection of the Custodian, the investment by the Custodian of cash in the account, pricing, reporting functions, the security of data maintained by the Custodian, whether electronically or otherwise; or the Custodian’s failure to obtain and maintain adequate insurance for the account (the “Account”), where applicable; nor for any fees, charges or expenses that may be owed to the Custodian. The Adviser will instruct the Trust’s custodianeach Custodian to provide to Subadviser: (i) to pay cash for securities and other property delivered copies of any statements with respect to the custodian, Account (each a “Custodial Statement”) showing all holdings and transactions in the Account; (ii) to deliver securities and other property against payment for written confirmations of each completed transaction on behalf of the Sub-Advisor Assets, and Account no less often than monthly; (iii) copies of any proxies or shareholder communications for Account securities; and (iv) such other information or reports concerning the status of the Account as Subadviser may reasonably request from time to transfer assets and funds to such brokerage accounts as time. Client also agrees that the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor AssetsCustodian, and not Subadviser, shall be responsible for (i) the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement preparation and submission of any transaction initiated by documents or information needed to register the Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility Fund or obligation, otherwise permit Fund to take any action with regard to any claim or potential claim hold securities in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings a foreign jurisdiction; (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with ii) any and all documentation or information relating tax-related reports to the Litigation as may reasonably Adviser or to domestic or foreign tax authorities; (iii) any efforts to reclaim foreign taxes; and (iv) any exchange of restricted foreign currencies for the Account. In the event the Adviser or custodian engages in securities lending activities, the Subadviser will not be requested by a party to or aware of such lending activities. It is understood that the AdvisorSubadviser shall not be responsible for settlement delay or failure or any related costs or loss due to such activities.

Custody Arrangements. All assets forming part of the Sub-Advisor Assets shall be held by a custodian who has been appointed by the Advisor and notified in writing to the Sub-Advisor (the “Custodian”). The Advisor acknowledges that it has been and will be solely responsible for the selection, appointment, monitoring and supervision of the Custodian. The Advisor agrees to notify the Sub-Advisor as soon as reasonably practicable in advance of any change to its Custodian. The Sub-Advisor, on each business day, shall provide the Advisor, its consultant(s) and the Trust’s custodian Custodian such information as the Advisor and the Trust’s custodian Custodian may reasonably request relating to all transactions concerning the Sub-Advisor Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the custodian, (ii) to deliver securities and other property against payment for acknowledges that the Sub-Advisor Assetsdoes not hold Client Money and/or Safe Custody Assets for the Advisor or the Trust under the rules, guidance, principles and other provisions contained in the Client Asset Sourcebook in the FCA’s Handbook (iii) to transfer assets and funds to such brokerage accounts as the “CASS Rules”). If the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have has the authority to cause move the custodian to deliver securities and other property Fund’s money or pay cash to assets under the Sub-Advisor except as expressly provided herein. All transactions terms of a mandate defined in CASS 8 of the CASS Rules, such monies or assets will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or moved from the Sub-Advisor Assets, and the Sub-Advisor shall an account not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated owned by the Sub-Advisor. The Sub-Advisor shall have be responsible for exercising or instructing the power and authority hereunder, but no responsibility or obligation, Custodian to take exercise any action with regard rights attaching to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time the investments in the Sub-Advisor Assets, including, without limitation, to file proofs . The Advisor shall procure that the Custodian complies with any instructions of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it given with respect to the management of the Sub-Advisor Assets in accordance with this Agreement. The Advisor shall arrange for the Custodian to provide to the Sub-Advisor with any and all documentation that the Sub-Advisor reasonably requests in connection with this Agreement. The Advisor shall arrange for the Custodian to create appropriate links (electronic or information relating otherwise) with the Sub-Advisor or its delegates, in order to pass data in respect of the Sub-Advisor Assets to the Litigation Sub-Advisor or its delegates as may be reasonably be requested by requested. The Sub-Advisor shall have no liability for the Advisorduties, acts or defaults of the Custodian.

Custody Arrangements. The Sub-Advisor, Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day, shall day provide the Advisor, its consultant(s) Adviser and the Trust’s custodian such information as the Advisor Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Sub-Advisor Subadviser Assets. The Sub-Advisor Trust shall instruct its custodian banks to (A) carry out all investment instructions as may be directed by the Subadviser with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser further shall have the authority to instruct the Trust’s custodiancustodian to: (i) to pay cash for securities and other property delivered to for the custodian, Fund; (ii) to deliver securities or accept delivery of, upon receipt of payment or payment upon receipt of, securities, commodities or other property underlying any futures or options contracts, and other property against payment purchased or sold for the Sub-Advisor Assets, Fund; and (iii) deposit margin or collateral which shall include the transfer of money, securities or other property to transfer assets the extent permitted by the 1940 Act and funds the rules and regulations thereunder and necessary to such brokerage accounts as meet the Sub-Advisor may designate, all consistent obligations of the Fund with respect to any investments made in accordance with the powers, authorities and limitations set forth hereinProspectus. For the avoidance of doubt, the Sub-Advisor The Subadviser shall not have the authority to cause the custodian Adviser to deliver securities and or other property property, or pay cash to the Sub-Advisor except as expressly Subadviser other than payment of the management fee provided hereinfor in this Agreement. All transactions will be consummated The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by payment and taken in reliance upon instructions given to or delivery the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the custodian, or Adviser) to give such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub-Advisor. The Sub-Advisor shall have the power and authority hereunder, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assets, and the Advisor acknowledges and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating to the Litigation as may reasonably be requested by the Advisorinstructions.

Custody Arrangements. The Sub-Advisor, on each business day, shall provide Selling Stockholder represents and warrants that certificates in negotiable form representing all of the Advisor, its consultant(s) Securities to be sold by such Selling Stockholder hereunder have been placed in custody under a Custody Agreement and the Trust’s custodian such information as the Advisor and the Trust’s custodian may reasonably request Power of Attorney relating to all transactions concerning such Securities, in the Subform heretofore furnished to you, duly executed and delivered by such Selling Stockholder to the Company, acting as custodian for the Selling Stockholder (“SSH Custodian”), and that such Selling Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-Advisor Assets. The Subin-Advisor shall have fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to instruct execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the Trust’s custodian: (i) purchase price to pay cash for securities and other property delivered be paid by the Underwriters to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts Selling Stockholder as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will , to authorize the delivery of the Securities to be consummated sold by payment such Selling Stockholder hereunder and otherwise to or delivery by the custodian, or act on behalf of such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue to the custodian such instructions as may be appropriate Selling Stockholder in connection with the settlement transactions contemplated by this Agreement and the Custody Agreement and Power of any transaction initiated Attorney. The Selling Stockholder specifically agrees that the Securities represented by the Sub-Advisor. The Sub-Advisor shall have certificates held in custody for such Selling Stockholder under the power Custody Agreement and authority Power of Attorney, are subject to the interests of the Underwriters hereunder, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in and that the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to arrangements made by such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assetsSelling Stockholder for such custody, and the Advisor acknowledges appointment by such Selling Stockholder of the Attorneys-in-Fact by the Custody Agreement and Power of Attorney, are to that extent irrevocable. The Selling Stockholder specifically agrees that the obligations of such power Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Securities hereunder, certificates representing such Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and authorityconditions of this Agreement and the Custody Agreement and Power of Attorney, but no and actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such responsibility death, incapacity, termination, dissolution or obligationother event had not occurred, is delegated hereunder. Neverthelessregardless of whether or not the SSH Custodian, the SubAttorneys-Advisor agrees that it in-Fact, or any of them, shall provide the Advisor with any and all documentation have received notice of such death, incapacity, termination, dissolution or information relating to the Litigation as may reasonably be requested by the Advisorother event.

Custody Arrangements. The Sub-Advisor, Trust or the Adviser shall notify the Subadviser of the identities of its custodian banks and the custody arrangements therewith with respect to the Subadviser Assets and shall give the Subadviser written notice of any changes in such custodian banks or custody arrangements. The Subadviser shall on each business day, shall day provide the Advisor, its consultant(s) Adviser and the Trust’s custodian such information as the Advisor Adviser and the Trust’s custodian may reasonably request in good faith relating to all transactions concerning the Sub-Advisor Subadviser Assets. The Sub-Advisor shall have the authority to instruct the Trust’s custodian: (i) to pay cash for securities and other property delivered to the custodian, (ii) to deliver securities and other property against payment for the Sub-Advisor Assets, and (iii) to transfer assets and funds to such brokerage accounts as the Sub-Advisor may designate, all consistent with the powers, authorities and limitations set forth herein. For the avoidance of doubt, the Sub-Advisor shall not have the authority to cause the custodian to deliver securities and other property or pay cash to the Sub-Advisor except as expressly provided herein. All transactions will be consummated by payment to or delivery by the custodian, or such depositaries or agents as may be designated by the custodian in writing, of all cash and/or securities due to or from the Sub-Advisor Assets, and the Sub-Advisor shall not have possession or custody thereof. The Trust shall issue instruct its custodian banks to the custodian such (A) carry out all investment instructions as may be appropriate directed by the Subadviser October 2019 6 with respect to the Subadviser Assets (which instructions may be orally given if confirmed in writing); and (B) provide the Subadviser with all operational information necessary for the Subadviser to trade the Subadviser Assets on behalf of the Fund. The Subadviser shall have no liability for the acts or omissions of the authorized custodian(s), unless such act or omission is required by and taken in reliance upon instructions given to the authorized custodian(s) by a representative of the Subadviser properly authorized (pursuant to written instruction by the Adviser) to give such instructions. Notwithstanding any other provision in this Agreement or in any agreement executed with the Fund’s Custodian (each, a “Custody Agreement”), the Adviser confirms, and the Subadviser acknowledges and agrees, that the Subadviser shall have no authority whatsoever, nor any authority to direct the custodian, to withdraw or transfer funds or securities from an account otherwise than in connection with effecting or settling trades for the settlement account pursuant to this Agreement and subject to the requirements of any transaction initiated by the Sub-AdvisorSection 2(e) of this Agreement. The Sub-Advisor shall have custodian and not the power and authority hereunderSubadviser is responsible for the collection of income, but no responsibility or obligation, to take any action with regard to any claim or potential claim in any bankruptcy proceedings, class action securities litigation, or other litigation or proceeding affecting securities held at any time in the Sub-Advisor Assets, including, without limitation, to file proofs of claim or other documents related to such proceedings (the “Litigation”), or to investigate, initiate, supervise, or monitor the Litigation involving a Fund’s assetsdividends, and the Advisor acknowledges other distributions and agrees that such power and authority, but no such responsibility or obligation, is delegated hereunder. Nevertheless, the Sub-Advisor agrees that it shall provide the Advisor with any and all documentation or information relating for other functions incidental to the Litigation as may reasonably be requested by role of the Advisorcustodian.