Common use of Eligible Securities Depositories Clause in Contracts

Eligible Securities Depositories. (i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)) only in a Foreign Securities System. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. Securities System or a Foreign Securities System. (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) In performing its obligations under this Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities System or any existing or proposed standards for securities depositories. (iv) Upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5 under the Investment Company Act of 1940) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect effect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Amendment as the Custodian exercises in performing its other responsibilities under the Agreement. (iv) In performing its obligations under this AgreementAmendment, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (ivv) Upon the receipt of Instructions, as specified in this the Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) 10.4.1 The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) 10.4.2 The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) 10.4.3 In performing its obligations under this Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (iv) 10.4.4 Upon the receipt of InstructionsInstructions from the Client, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (ia) The Custodian may deposit or procure the deposit of With respect to each Eligible Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets Depository (as defined in Rule 17f-5(a)(2)17f-7) only in a Foreign Securities System. In such manner as identified by the Custodian deems reasonableto the Board from time to time, the Custodian shall give exercise reasonable care, prudence, and diligence such as a person having responsibilities for the Client prompt notice safekeeping of any material change known the Fund's assets would exercise (i) to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. Securities System or a Foreign Securities System. (ii) The Custodian shall provide the Client (Fund or its duly-authorized investment manager or investment adviser) adviser with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities assets with each that Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall Depository, and (ii) to monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) Fund of any adverse material changes change in such risks in accordance with Rule 17f-7(a)(1)(i)(B)risks. (iiib) All such analysis and monitoring by the Custodian shall be made on the basis of, and limited by, information gathered from Subcustodians, from trade associations of which Custodian is a member from time to time, or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. Information supplied by Custodian with respect to the status of an institution as a Eligible Securities Depository or utilized by Custodian to conclude that an institution is a Eligible Securities Depository shall be limited to information supplied by such institution without any independent verification. (c) Custodian will endeavor to include in its analysis and monitoring, where appropriate, an Eligible Securities Depository's expertise and market reputation, the quality of its services, its financial strength, any insurance or indemnification arrangements, the extent and quality of regulation and independent examination of the depository, its standing in published ratings, its internal controls and other procedures for safeguarding investments, and any related legal protections. (d) In performing the event that the Fund reasonably believes that there is a discrepancy between Custodian's performance of its obligations under this Agreementin (a) above and the requirements of paragraphs (a)(1)(i)(A) or (B) of Rule 17f-7, respectively, and provides a detailed notification to Custodian, Custodian shall reasonably cooperate with the Fund and endeavor to resolve any such discrepancy. (e) As used herein, the Custodian may obtain information from sources the Custodian believes term "Country Risks" shall mean with respect to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing Depository: (i) the financial infrastructure of the country in which it is organized, but not of any Eligible Securities Depository to any the extent covered by an analysis described in clause (a) of this Section, (ii) such country's prevailing custody and settlement practices, (iii) nationalization, expropriation or other Securities System or any existing or proposed standards for securities depositories. governmental actions, (iv) Upon such country's regulation of the receipt banking or securities industry, (v) currency controls, restrictions, devaluations or fluctuations, and (vi) market conditions which affect the orderly execution of Instructions, as specified in this Agreement, securities transactions or affect the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect value of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdictionsecurities.

Eligible Securities Depositories. (i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5 under the Investment Company Act of 1940) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect effect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a reasonable and continuing basis basis, and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Amendment as the Custodian exercises in performing its other responsibilities under the Agreement. (iv) In performing its obligations under this AgreementAmendment, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (ivv) Upon the receipt of Instructions, as specified in this the Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) The Custodian may deposit or procure agrees that in connection with Securities settled within the deposit United States it will meet the requirements specified in Rule 17f-4(a)(1)-(3) under the 1940 Act with respect to the use of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Systems. The Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect effect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). .. The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, reasonable and shall promptly notify the Client (or is its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Amendment as the Custodian exercises in performing its other responsibilities under the Agreement. (iv) In performing its obligations under this AgreementAmendment, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (ivv) Upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) 10.4.1 The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an "Eligible Securities SystemDepository," as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s 's determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) 10.4.2 The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-duly- authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) 10.4.3 The Custodian shall, if requested by the Client or its designee pursuant to Instructions, provide the Client with all reports obtained by the Custodian or any Eligible Foreign Custodian with respect to an Eligible Securities Depository's accounting system, internal accounting controls, and procedures for safeguarding Foreign Assets deposited in the Eligible Securities Depository. In performing its obligations under this Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. . 10.4.4 The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (iv) 10.4.5 Upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) The Custodian Custodian, directly or through a Subcustodian, may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or its duly-duly authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-its duly authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Section 9(C) as the Custodian exercises in performing its other responsibilities under this Agreement. (iv) In performing its obligations under this Agreementobligations, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (ivv) Upon The Custodian shall notify the Client in the event a Clearance System that is a securities depository ceases to be an Eligible Securities Depository, and upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System such Eligible Securities Depository to the extent and as soon as reasonably practicable; [provided, however, that the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5 under the 0000 Xxx) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an “Eligible Securities SystemDepository,” as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Section 8(C) as the Custodian exercises in performing its other responsibilities under this Agreement. (iv) In performing its obligations under this AgreementSection 8(C), the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (ivv) Upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep obtain safekeeping or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction. Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client from an act of negligence or willful misconduct on the part of the Custodian and the Custodian shall be responsible for any loss or damage suffered by the Client as a result of the Custodian’s breach of any provision of this Section 8(C) to the same extent the Custodian is liable for losses resulting from any breach of the standard of care specified Section 10(A). For the sale of clarity, references in this Section 8(C) to Rule 17f-7 or to specific provisions of Rule 17f-7 refer to Rule 17f-7 under the 1940 Act, as adopted on or before the date hereof.

Eligible Securities Depositories. (i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5 under the Investment Company Act of 1940) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect effect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or Bessemer Investment Management LLC, its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) The Custodian agrees to exercise the same care, prudence and diligence in performing the duties set forth in this Section 20 as the Custodian exercises in performing its other responsibilities under this Agreement. (iv) In performing its obligations under this Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Except as provided in this Section 20, the Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (ivv) Upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System Eligible Securities Depository to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5 under the Investment Company Act of 1940) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Amendment as the Custodian exercises in performing its other responsibilities under the Agreement. (iv) In performing its obligations under this AgreementAmendment, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. In providing the Client with the analysis and any notice specified in (B)(ii), the Custodian is not providing the Client with any representation or conclusion that the custody arrangements associated with maintaining securities with any Eligible Securities Depository provide reasonable care with regard to such securities. (ivv) Upon the receipt of Instructions, as specified in this the Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) The Custodian may deposit or procure agrees that in connection with Securities settled within the deposit United States it will meet the requirements specified in Rule 17f-4(a)(1)-(3) under the 1940 Act with respect to the use of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Systems. The Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect effect the Custodian’s 's determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). .. The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, reasonable and shall promptly notify the Client (or is its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Amendment as the Custodian exercises in performing its other responsibilities under the Agreement. (iv) In performing its obligations under this AgreementAmendment, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (ivv) Upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5 under the Investment Company Act of 1940) only in a Foreign Clearance System located outside of the United Slates of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(I) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect effect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(Al7f-7(a)(l)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B17f-7(a)(l)(i)(B). (iii) The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Amendment as the Custodian exercises in performing its other responsibilities under the Agreement. (iv) In performing its obligations under this AgreementAmendment, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty duly to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (ivv) Upon the receipt of Instructions, as specified in this the Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (ia) The Custodian may deposit or procure the deposit of With respect to each Eligible Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets Depository (as defined in Rule 17f-5(a)(2)17f-7) only in a Foreign Securities System. In such manner as identified by the Custodian deems reasonableto the Board from time to time, the Custodian shall give exercise reasonable care, prudence, and diligence such as a person having responsibilities for the Client prompt notice safekeeping of any material change known the Fund’s assets would exercise (i) to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. Securities System or a Foreign Securities System. (ii) The Custodian shall provide the Client (Fund or its duly-authorized investment manager or investment adviser) adviser with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities assets with each the Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall Depository, and (ii) to monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client Fund of any material change in such risks. b) All such analysis and monitoring of an Eligible Securities Depository by the Custodian shall be made on the basis of, and limited by, information gathered from Sub-custodians, from trade associations of which Custodian is a member from time to time, or through publicly available information otherwise obtained by Custodian, and shall not include any evaluation of Country Risks. Information supplied by Custodian with respect to the status of an institution as an Eligible Securities Depository or utilized by Custodian to conclude that an Eligible Securities Depository is so eligible shall be limited to information supplied by such institutions without any independent verification. c) Custodian will endeavor to include in its analysis and monitoring, where appropriate, an Eligible Securities Depository’s expertise and market reputation, the quality of its services, its financial strength, any insurance or indemnification arrangements, the extent and quality of regulation and independent examination of the depository, its standing in published ratings, its internal controls and other procedures for safeguarding investments, and any related legal protections. d) In the event that the Fund reasonably believes that there is a discrepancy between Custodian’s performance of its obligations in 2(a) above and the requirements of paragraphs (a)(1)(i)(A) or is duly-authorized investment manager or investment adviser(B) of Rule 17f-7, respectively and provides a detailed notification to Custodian, Custodian shall reasonably cooperate with the Fund and endeavor to resolve any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B)discrepancy. (iiie) In performing its obligations under this AgreementAs used herein, the Custodian may obtain information from sources the Custodian believes term “Country Risks” shall mean with respect to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing Depository: (i) the financial infrastructure of the country in which it is organized, but not of any Eligible Securities Depository to any the extent covered by an analysis described in clause (a) of this Section, (ii) such country’s prevailing custody and settlement practices, (iii) nationalization, expropriation or other Securities System or any existing or proposed standards for securities depositories. governmental actions (iv) Upon such country’s regulation of the receipt banking or securities industry, (v) currency controls, restrictions, devaluations or fluctuations, and (vi) market conditions which affect the orderly execution of Instructions, as specified in this Agreement, securities transactions or affect the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect value of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdictionsecurities.

Eligible Securities Depositories. (i) 10.4.1. The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities SystemDepository. (ii) 10.4.2. The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B). (iii) 10.4.3. In performing its obligations under this Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for 16 Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (iv) 10.4.4. Upon the receipt of InstructionsInstructions from the Client, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

Eligible Securities Depositories. (i) The Custodian may deposit or procure the deposit of Securities with any Clearance System as required by law, regulation or best market practice; provided, the Custodian may deposit and/or maintain assets of the Client that consist of domestic securities in a U.S. Securities System and may deposits and/or maintain assets of the Client that consist of Foreign Assets (as defined in Rule 17f-5(a)(2)17f-5) only in a Foreign Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(l) as an Eligible Securities SystemDepository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely affect the Custodian’s Custodian 's determination that a Clearance System is a U.S. an Eligible Securities System or a Foreign Securities System.Depository. 1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg CONTEXT CAPITAL FUNDS, JANUARY 15, 2014) (ii) The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A17f-7(a)(l )(i)(A). The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable, shall promptly notify the Client (or is duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B17f-7(a)(I )(i)(B). (iii) In performing its obligations under this Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Securities Clearance System or any existing or proposed standards for securities depositories. (iv) Upon the receipt of Instructions, as specified in this Agreement, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; [provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.