Common use of Receipt of Securities Clause in Contracts

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the Funds. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trustee, officer, employee or agent of the Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund pursuant to this Agreement, provided Custodian obtains the prior written approval of the Trust to any such sub-custody arrangement. Custodian will provide the Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c)The Fund may, 8from time to time, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described place certain of its Securities in Paragraph 11 hereof, the custody of the Custodian. The Custodian shall hold and physically segregate in a separate account have no obligations with respect to each any Securities owned by the Fund but not so deposited in the Fund Account. The Custodian agrees to hold such Securities for the account of the Fund, identifiable in the name of the Fund or a bearer or nominee of the Custodian, and in conformity with the terms of this Agreement. The Custodian also agrees, upon Written Instructions from the Fund, to receive from persons other than the Fund and to hold for the account of the Fund Securities specified in said Written Instructions, and, if the same are in proper form, to cause payment to be made therefor to the persons from whom such Securities were received, from the funds of the Fund held by it in the Fund Account in the amounts provided and in the manner directed by the Written Instructions from the Fund. The Custodian agrees that all Securities of the Fund placed in its custody shall be kept physically segregated at all times from those of any other person, all securities and non-cash property received by it for the Funds. All such securities and non-cash property are to be held firm, or disposed of by Custodian for each Fund pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote authorizing the specific transaction by the Trust's Board of Trusteescorporation, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trustee, officer, employee or agent of the Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by the Custodian with all reasonable precautions for the safekeeping thereof, with safeguards substantially equivalent to those maintained by the Custodian for its own Securities. Subject to such rules, regulations, and orders as the account Securities and Exchange Commission (the “SEC”) may adopt, the Fund may direct the Custodian to deposit all or any part of the Securities owned by the Fund in a Fund system for the central handling of Securities established by a national securities exchange or a national securities association registered with the SEC under the Securities Exchange Act of 1934, as amended, or such other person as may be permitted by the SEC, pursuant to this Agreementwhich system all Securities of any particular class of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such Securities, provided Custodian obtains the prior written approval of the Trust to any that all such sub-custody arrangement. Custodian will provide the Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian deposits shall be liable for acts or omissions of any such sub-custodian selected by it pursuant subject to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged withdrawal only at the specific direction of the Funds. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereofFund.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the Funds. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteetrustee, officer, employee or agent of the Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund pursuant to this Agreement, provided Custodian obtains the prior written approval of the Trust to any such sub-custody arrangement. Custodian will provide the Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each FundMaster Portfolio, identifiable from those of any other person, all securities and non-cash property received by it for the FundsMaster Portfolios. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund Master Portfolio pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote authorizing the specific transaction by the Master Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trustee, officer, employee or agent of the Master Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund Master Portfolio pursuant to this Agreement, provided Custodian obtains the prior written approval of the Master Trust to any such sub-custody arrangement. Custodian will provide the Master Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the FundsMaster Portfolios. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each FundPortfolio, identifiable from those of any other person, all securities and non-cash property received by it for the FundsPortfolios. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund Portfolio pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteetrustee, officer, employee or agent of the Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund Portfolio pursuant to this Agreement, provided Custodian obtains the prior written approval of the Trust to any such sub-custody arrangement. Custodian will provide the Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the FundsPortfolios. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each FundPortfolio, identifiable from those of any other person, all securities and non-cash property received by it for the FundsPortfolios. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund Portfolio pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trustee, officer, employee or agent of the Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund Portfolio pursuant to this Agreement, provided Custodian obtains the prior written approval of the Trust to any such sub-custody arrangement. Custodian will provide the Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the FundsPortfolios. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each FundMaster Portfolio, identifiable from those of any other person, all securities and non-cash property received by it for the FundsMaster Portfolios. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund Master Portfolio pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteetrustee, officer, employee or agent of the Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund Master Portfolio pursuant to this Agreement, provided Custodian obtains the prior written approval of the Trust to any such sub-custody arrangement. Custodian will provide the Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the FundsMaster Portfolios. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the Funds. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the TrustCompany's Board of TrusteesDirectors, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteedirector, officer, employee or agent of the Trust Company withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund pursuant to this Agreement, provided Custodian obtains the prior written approval of the Trust Company to any such sub-custody arrangement. Custodian will provide the Trust Company with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Sub-Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the Funds. All such securities and non-cash property are to be held or disposed of by Sub-Custodian for each Fund pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Sub-Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteedirector, officer, employee or agent of the Trust or of Custodian withdraw any securities. In connection with its duties under this Paragraph 7(a), Sub-Custodian may may, with the prior written approval of Trust and Custodian, enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Sub-Custodian for the account of a Fund pursuant to this Agreement; provided that each such bank or trust company has an aggregate capital, provided surplus and undivided profits, as shown by its last published report, of not less than one million dollars ($1,000,000) for a Sub-Custodian obtains subsidiary or affiliate, or of not less than twenty million dollars ($20,000,000) for a sub-custodian that is not a subsidiary or affiliate of Sub-Custodian and that in either case such bank or trust company agrees with Sub-Custodian to comply with the prior written approval provisions of the Trust 1940 Act and applicable rules and regulations thereunder applicable to any such subits performance of its services. Sub-custody arrangement. Custodian will provide the Trust and Custodian with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Sub-Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Sub-Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) Paragraph 8 hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, the Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the FundsCompany. All such securities and non-cash property are to be held or disposed of by the Custodian for each Fund of the Company pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the TrustCompany's Board of TrusteesDirectors, and subject to Paragraph 25 hereof, the Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteedirector, officer, employee or agent of the Trust Company withdraw any securitiessecurities except as provided in this Agreement and pursuant to a duly adopted resolution of the Board of Directors. In connection with its duties under this Paragraph 7(a)7, the Custodian may may, at its own expense, enter into sub-custodian agreements Agreements with other banks or trust companies for the receipt of certain securities and cash to be held by the Custodian for the account of a Fund of the Company pursuant to this Agreement; provided that each such bank or trust company has an aggregate capital, provided surplus and undivided profits, as shown by its last published report, of not less than one million dollars ($1,000,000) for a Custodian obtains subsidiary or affiliate, or of not less than twenty million dollars ($20,000,000) for a sub-custodian that is not a Custodian subsidiary or affiliate and that in either case such bank or trust company agrees with the prior written approval Custodian to comply with all relevant provisions of the Trust to any such sub-custody arrangement1940 Act and applicable rules and regulations thereunder. The Custodian will provide the Trust Company with a copy of each sub-custodian agreement it executes pursuant relating to this Paragraph 7(a)the Company. The Custodian shall will be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a)custodian, under the standards of care provided for herein, except for of any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein bank or trust company that it chooses pursuant to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof7.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) Paragraph 8 hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, the Custodian shall hold and physically segregate in a separate account with respect to each Fundaccount, identifiable from those of any other person, all securities and non-cash property received by it for the FundsTrust. All such securities and non-cash property are to be held or disposed of by the Custodian for each Fund the Trust pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, the Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteetrustee, officer, employee or agent of the Trust withdraw any securitiessecurities except as provided in this Agreement and pursuant to a duly adopted resolution of the Board of Trustees. In connection with its duties under this Paragraph 7(a)7, the Custodian may may, at its own expense, except to the extent the Custodian is instructed to engage a subcustodian it would not otherwise have engaged, enter into sub-custodian subcustodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by the Custodian for the account of a Fund the Trust pursuant to this Agreement; provided that each such bank or trust company has an aggregate capital, provided surplus and undivided profits, as shown by its last published report, of not less than one million dollars ($1,000,000) for a Custodian obtains Subsidiary or affiliate, or of not less than twenty million dollars ($20,000,000) for a subcustodian that is not a Custodian Subsidiary or affiliate and that in either case such bank or trust company agrees with the prior written approval Custodian to comply with all relevant provisions of the Trust to any such sub-custody arrangement1940 Act and applicable rules and regulations thereunder. The Custodian will provide the Trust with a copy of each sub-custodian subcustodian agreement it executes pursuant relating to this Paragraph 7(a)the Trust. The Custodian shall will be liable for acts or omissions of any such subcustodian, except to the extent the Custodian is instructed by the Trust to engage a subcustodian it would not otherwise have engaged and the Trust is a party to the agreement with such sub-custodian selected by it pursuant to this Paragraph 7(a)custodian, under the standards of care provided for herein, except for of any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein bank or trust company that it chooses pursuant to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof7.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) Paragraph 8 hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, the Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the FundsTrust. All such securities and non-cash property are to be held or disposed of by the Custodian for each Fund of the Trust pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, the Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trustee, officer, employee or agent of the Trust withdraw any securitiessecurities except as provided in this Agreement and pursuant to a duly adopted resolution of the Board of Trustees. In connection with its duties under this Paragraph 7(a)7, the Custodian may may, at its own expense, enter into sub-custodian agreements Agreements with other banks or trust companies for the receipt of certain securities and cash to be held by the Custodian for the account of a Fund of the Trust pursuant to this Agreement; provided that each such bank or trust company has an aggregate capital, provided surplus and undivided profits, as shown by its last published report, of not less than one million dollars ($1,000,000) for a Custodian obtains subsidiary or affiliate, or of not less than twenty million dollars ($20,000,000) for a sub-custodian that is not a Custodian subsidiary or affiliate and that in either case such bank or trust company agrees with the prior written approval Custodian to comply with all relevant provisions of the Trust to any such sub-custody arrangement1940 Act and applicable rules and regulations thereunder. The Custodian will provide the Trust with a copy of each sub-custodian agreement it executes pursuant relating to this Paragraph 7(a)the Trust. The Custodian shall will be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a)custodian, under the standards of care provided for herein, except for of any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein bank or trust company that it chooses pursuant to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof7.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the Funds. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote authorizing the specific transaction by the TrustCompany's Board of TrusteesDirectors, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any TrusteeDirector, officer, employee or agent of the Trust Company withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund pursuant to this Agreement, provided Custodian obtains the prior written approval of the Trust Company to any such sub-custody arrangement. Custodian will provide the Trust Company with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) Paragraph 8 hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, the Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the FundsTrust. All such securities and non-cash property are to be held or disposed of by the Custodian for each Fund of the Trust pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, the Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteetrustee, officer, employee or agent of the Trust withdraw any securitiessecurities except as provided in this Agreement and pursuant to a duly adopted resolution of the Board of Trustees. In connection with its duties under this Paragraph 7(a)7, the Custodian may may, at its own expense, except to the extent the Custodian is instructed to engage a subcustodian it would not otherwise have engaged, enter into sub-custodian subcustodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by the Custodian for the account of a Fund of the Trust pursuant to this Agreement; provided that each such bank or trust company has an aggregate capital, provided surplus and undivided profits, as shown by its last published report, of not less than one million dollars ($1,000,000) for a Custodian obtains Subsidiary or affiliate, or of not less than twenty million dollars ($20,000,000) for a subcustodian that is not a Custodian Subsidiary or affiliate and that in either case such bank or trust company agrees with the prior written approval Custodian to comply with all relevant provisions of the Trust to any such sub-custody arrangement1940 Act and applicable rules and regulations thereunder. The Custodian will provide the Trust with a copy of each sub-custodian subcustodian agreement it executes pursuant relating to this Paragraph 7(a)the Trust. The Custodian shall will be liable for acts or omissions of any such subcustodian, except to the extent the Custodian is instructed by the Trust to engage a subcustodian it would not otherwise have engaged and the Trust is a party to the agreement with such sub-custodian selected by it pursuant to this Paragraph 7(a)custodian, under the standards of care provided for herein, except for of any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein bank or trust company that it chooses pursuant to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof7.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each FundPortfolio, identifiable from those of any other person, all securities and non-cash property received by it for the FundsPortfolios. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund Portfolio pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall 4 have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteetrustee, officer, employee or agent of the Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund Portfolio pursuant to this Agreement, provided Custodian obtains the prior written approval of the Trust to any such sub-custody arrangement. Custodian will provide the Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the FundsPortfolios. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided herein and by Paragraphs 7(c), 8, 27, or 28(g) Paragraph 7 hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, the Custodian shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the FundsTrust. All such securities and non-cash property are to be held or disposed of by the Custodian for each Fund of the Trust pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote authorizing Instructions, the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteetrustee, officer, employee or agent of the Trust withdraw any securitiessecurities except as provided in this Agreement and pursuant to a duly adopted resolution of the Board of Trustees. In connection with its duties under this Paragraph 7(a)6, the Custodian may may, at its own expense, except to the extent the Custodian is instructed by the Trust to engage a subcustodian, enter into sub-custodian subcustodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by the Custodian for the account of a Fund of the Trust pursuant to this Agreement; provided that each such bank or trust company has an aggregate capital, provided surplus and undivided profits, as shown by its last published report, of not less than one million dollars ($ 1,000,000) for a Custodian obtains subsidiary or affiliate, or of not less than twenty million dollars ($20,000,000) for a subcustodian that is not a Custodian subsidiary or affiliate and that in either case such bank or trust company agrees with the prior written approval Custodian to comply with all relevant provisions of the Trust 1940 Act and rules and regulations thereunder applicable to any such sub-custody arrangementCustodians. The Custodian will provide the Trust with a copy of each sub-custodian subcustodian agreement it executes pursuant relating to this Paragraph 7(a)the Trust. The Custodian shall will be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a)subcustodian, under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply extent the Custodian is instructed by the Trust to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereofengage a subcustodian and the Trust is a party to the agreement with such subcustodian.

Receipt of Securities. (aParagraph 6(a) of the Custodian Agreement is amended and restated to read as follows: Except as provided by Paragraphs 7(cParagraph 7 (use of Book-Entry System), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian Provident shall hold and physically segregate in a separate account with respect to each Fund, identifiable from those of any other person, all securities and non-cash property received by it for the Fundsaccount of the Fund in a separate account that physically segregates such securities and non-cash property from those of any other persons, firms or corporations. All such securities and non-cash property are to shall be held or disposed of by Custodian for each only upon Written Instructions of the Fund pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote authorizing the specific transaction by the Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian Provident shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and or investments, except in accordance with upon the express terms provided for in of this AgreementAgreement and upon Written Instructions, accompanied by a certified resolution of the Fund's Board of Directors, authorizing the transaction. In no case may any Trusteemember of the Fund's Board of Directors, or any officer, employee or agent of the Trust Fund, withdraw any securities. In connection with At Provident's own expense and for its duties under this Paragraph 7(a)own convenience, Custodian and subject to the approval of the Fund's Board of Directors, which approval may not be unreasonably withheld, Provident may enter into sub-custodian agreements with other United States banks or trust companies for the receipt to perform duties described in this sub-paragraph a. Such bank or trust company shall have an aggregate capital, surplus and undivided profits, according to its last published report, of certain at least one million dollars ($1,000,000), if it is a subsidiary or affiliate of Provident, or at least twenty million dollars ($20,000,000) if 2 such bank or trust company is not a subsidiary or affiliate of Provident. Provident or such sub-custodian as it has selected may appoint one or more banking institutions located in foreign countries to act as a depository or sub-custodian of securities and cash to be held received by Custodian Provident for the account of a Fund pursuant to this Agreementthe Fund, provided Custodian obtains that any such appointment shall have been approved or ratified by the prior written approval Fund's Board of Directors. Provident shall exercise reasonable care in proposing a depository and/or sub-custodian located in a country other than the Trust to any United States. In addition, such sub-custody arrangementcustodian must agree to comply with the relevant provisions of the 1940 Act, including Rules 17f-4 and/or 17f-5, if applicable, and other applicable rules and regulations. Custodian will provide Provident shall remain responsible for the Trust with a copy performance of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian all its duties as described in the Agreement and shall be liable to the Fund for any loss or damage resulting from Provident's own acts or omissions, or the acts or omissions of any such sub-custodian selected by it pursuant to chosen under the terms of this Paragraph 7(a)6, under the standards of care applicable to Provident as provided for herein, except for any such sub-custodian engaged at the specific direction of the Funds. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each FundPortfolio, identifiable from those of any other person, all securities and non-cash property received by it for the FundsPortfolios. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund Portfolio pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote resolution authorizing the specific transaction by the Master Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trusteetrustee, officer, employee or agent of the Master Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund Portfolio pursuant to this Agreement, provided Custodian obtains the prior written approval of the Master Trust to any such sub-custody arrangement. Custodian will provide the Master Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the FundsPortfolios. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.

Receipt of Securities. (a) Except as provided by Paragraphs 7(c), 8, 27, or 28(g) hereof, and except as otherwise directed by Oral or Written Instructions described in Paragraph 11 hereof, Custodian shall hold and physically segregate in a separate account with respect to each FundPortfolio, identifiable from those of any other person, all securities and non-cash property received by it for the FundsPortfolios. All such securities and non-cash property are to be held or disposed of by Custodian for each Fund Portfolio pursuant to the terms of this Agreement. In the absence of Written Instructions accompanied by a certified vote authorizing the specific transaction by the Master Trust's Board of Trustees, and subject to Paragraph 25 hereof, Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities and investments, except in accordance with the express terms provided for in this Agreement. In no case may any Trustee, officer, employee or agent of the Master Trust withdraw any securities. In connection with its duties under this Paragraph 7(a), Custodian may enter into sub-custodian agreements with other banks or trust companies for the receipt of certain securities and cash to be held by Custodian for the account of a Fund Portfolio pursuant to this Agreement, provided Custodian obtains the prior written approval of the Master Trust to any such sub-custody arrangement. Custodian will provide the Master Trust with a copy of each sub-custodian agreement it executes pursuant to this Paragraph 7(a). Custodian shall be liable for acts or omissions of any such sub-custodian selected by it pursuant to this Paragraph 7(a), under the standards of care provided for herein, except for any such sub-custodian engaged at the specific direction of the FundsPortfolios. Notwithstanding anything herein to the contrary, this Paragraph 7(a) shall not apply to Custodian's engagement of foreign sub-custodians, which shall instead be governed by Paragraph 27 hereof.