Common use of Representations, Warranties and Covenants of the Trust Clause in Contracts

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable Fund’s prospectus, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund or its Investments is bound. With respect to BBH&Co’s appointment as Custodian: 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, adequately disclosed the material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreement. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 2.1. This Agreement has been, and and, at the time of delivery of each Instruction, such the Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates This Agreement does not violate any Applicable Law or conflicts conflict with or constitutes constitute a default under the applicable respective Fund’s prospectusprospectuses or other organic document, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its the Funds’ Investments is are bound. 2.2. With respect to BBH&Co’s appointment as Custodian: 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) by a Fund in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has has: (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, ; (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the pursuant to Delegation Schedule, Schedule attached hereto; and (iii) if appropriatedeemed appropriate by the Trust, adequately disclosed the to its shareholders and prospective investors, all material investment risks of such Investmentrisks, including any Country Risks. Nothing in this Section 2.2 section shall relieve the Custodian of its responsibilities responsibility for performance of its duties under Section 8.2 of this Agreementwith respect to foreign depository information in connection with Rule 17f-7 under the 1940 Act. 2.3 2.3. The Trust shall safeguard and shall solely be responsible for the its safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides itit (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). If In furtherance and not limitation of the foregoing, in the event the Trust utilizes any on-line service offered by the Custodian, the Trust and the Custodian shall be fully responsible for the security of its own connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). Additionally, if the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the serviceservice (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement) and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which policies that the Custodian provides to the TrustFund. 2.4 2.4. By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such reasonable documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. it by or on behalf of the TrustFund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools schemes (and/or their agent(s)) in which the Trust a Fund invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a the Fund’s investments in such poolsschemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) represents that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan; (ix) undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the beneficial investor to the Investment, and as to any tax withholding or benefit to which an Investment may be subject; (ixx) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust Fund does not have sufficient cash on deposit with BBH&Co.; and (xxi) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, Fund (other than BBH&Co.) or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 2.4.1. To the extent that the Trust a Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the TrustFund’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and and, at the time of delivery of each Instruction, such the Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates This Agreement does not violate any Applicable Law or conflicts conflict with or constitutes constitute a default under the applicable respective Fund’s prospectusprospectuses or other organic document, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its the Funds’ Investments is are bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) by a Fund in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has has: (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, ; (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the pursuant to Delegation Schedule, Schedule attached hereto; and (iii) if appropriatedeemed appropriate by the Trust, adequately disclosed the to its shareholders and prospective investors, all material investment risks of such Investmentrisks, including any Country Risks. Nothing in this Section 2.2 section shall relieve the Custodian of its responsibilities responsibility for performance of its duties under Section 8.2 of this Agreementwith respect to foreign depository information in connection with Rule 17f-7 under the 0000 Xxx. 2.3 The Trust shall safeguard and shall solely be responsible for the its safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides itit (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). If In furtherance and not limitation of the foregoing, in the event the Trust utilizes any on-line service offered by the Custodian, the Trust and the Custodian shall be fully responsible for the security of its own connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). Additionally, if the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the serviceservice (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement) and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which policies that the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates This Agreement does not violate any Applicable Law or conflicts conflict with or constitutes constitute a default under the applicable Fund’s prospectusTrust's prospectus or other organic document, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation ScheduleTrust, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If In furtherance and not limitation of the foregoing, in the event the Trust utilizes any on-line service offered by the Custodian, the Trust and the Custodian shall be fully responsible for the security of each party's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, if the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s 's computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. 7.1 The Trust hereby representsrepresents and warrants to the Warrant Agent that: (a) It has a satisfactory number of Shares available for issuance upon the exercise of the Warrants, warrants and covenants each and agrees that it will, at all times, cause to be available and free from pre-emptive rights, out of its authorized but unissued Shares such number of Shares as shall be required to be issued by it from time to time upon the exercise of the following: With respect to BBH&Co’s appointment as Custodian Warrants, in accordance with their terms and TA: 2.1 This Agreement has beenthe terms of this Agreement, and the transfer agent for any Shares and every subsequent transfer agent for any Shares of the Trust issuable upon the exercise of any of the Warrants are hereby irrevocably authorized and directed at all times to keep available such number of authorized and unissued shares as shall be requisite for such purpose. The Trust agrees that all Shares issued upon exercise of the Warrants shall be, at the time of delivery of each Instructionthe certificate for such Shares, such Instruction will have beenvalidly issued, duly authorizedfully paid and nonassessable, executed and delivered by the Trust. Neither this Agreementfree from all taxes, nor any Instruction issued hereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable Fund’s prospectus, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund or its Investments is bound. With respect to BBH&Co’s appointment as Custodian: 2.2 By providing an Instruction liens and charges with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, issue thereof. (b) made all determinations required to be made by The Trust has filed or will have filed with the Trust Securities and Exchange Commission (the "Commission") a registration statement on Form S-11 for the registration under the 1940 Securities Act of 1933 (the "Act, except those appropriately delegated ") of the Warrants and Shares issuable pursuant to the Custodian in the Delegation Schedule, and (iii) if appropriate, adequately disclosed the material investment risks of exercise thereof. Before such Investment, including Country Risks. Nothing in this Section 2.2 registration statement shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreement. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreementbecome effective, the Trust will only use file with the software for Commission one or more amendments thereto. Such registration statement, including all exhibits thereto, and the purposes for which final prospectus, included therein, each as amended at the Custodian provided time such registration statement became effective and as further amended or supplemented, from time to time, is hereinafter called the software "Registration Statement" and the "Prospectus," respectively. (c) With respect to the Trust's Registration Statement as described in (b) above, the Commission has not issued any order preventing or suspending its use and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides Prospectus conforms in all material respects to the Trust. 2.4 By providing an Instruction in respect requirements of an Investment the Securities Act of 1933 (the "Act") and the rules and regulations of the Commission thereunder and does not include any incorrect statement of a Fund (material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which Instruction may relate to among other thingsthey were made, not misleading; and since the execution and/or settlement respective dates as of trades)which information is given in the Registrations Statement and the Prospectus, there has not been any material adverse change in the general affairs, management, financial position, shareholders' equity or results of operations of the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instructionand its subsidiaries, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out forth or contemplated in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it Prospectus. The Trust will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and use its best efforts to keep the same updated Registration Statement in effect as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed required by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless Act for the acts, omissions or any unlawful activity of any agent duration of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction Exercise period of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&CoWarrants., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each to the Indenture Trustee that as of the following: With respect to BBH&Co’s appointment date of this Agreement or as Custodian and TAof such date specifically provided herein: 2.1 This Agreement (a) The Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has beenall power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted. The Trust is duly qualified to do business in, and at is in good standing in, every other jurisdiction in which the time nature of delivery of each Instruction, such Instruction will its business requires it to be so qualified. (b) The Trust has full power and authority to execute and deliver this Agreement and to perform its obligations under the Basic Documents to which it is a party. The Basic Documents to which the Trust is a party have been, been duly authorized, authorized by all necessary action and do not require any additional approval by anyone that has not already been obtained. The Basic Documents to which the Trust is a party have been duly executed and delivered by the Trust. Trust and constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity and equitable remedies, regardless of whether enforcement is considered in a proceeding in equity or at law. (c) The Secured Notes have been duly authorized, and when the Secured Notes are issued and delivered pursuant to the indenture, the Secured Notes will have been duly executed, issued and delivered and will be entitled to the benefits provided by the Indenture, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such benefits is considered in a proceeding in equity or at law), and will in all material respects be in the form contemplated by the Indenture. (d) Neither this Agreementthe execution and delivery nor the performance by the Trust of the Basic Documents to which it is a party will conflict with the governing instruments of the Trust or conflict with, nor any Instruction issued hereunder violates any Applicable Law result in a breach, violation or conflicts with acceleration of, or constitutes constitute a default or require any consent under the applicable Fund’s prospectus, the Trust’s organizational documents any instrument or any agreement, judgment, order or decree agreement to which the Trust is a party or Fund by which the Trust or its Investments is properties may be bound. With , or any law, order, or regulation applicable to the Trust of any governmental authority having jurisdiction over the Trust or its properties, and do not and will not result in or require the creation of any lien (other than pursuant to the Indenture) with respect to BBH&Co’s appointment any of the Trust's properties. (e) Neither the execution and delivery nor the performance by the Trust of the Basic Documents to which it is a party requires any authorization, approval, consent, license, exemption (other than any self-executing exemption), filing, registration, or any other action except those which have been obtained and are in full force and effect or where the failure to comply with the requirement would not adversely affect the delivery, execution or performance by the Trust of the Basic Documents. (f) Neither the Trust nor any of its Affiliates is in default under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money to which it is a party or by which its properties are bound, which default is likely to result in a Material Adverse Effect. No Event of Default has occurred and is continuing under any of the Basic Documents. (g) The Trust holds good and indefeasible title to, and is the sole owner of, all right, title and interest in and to the Trust Estate (including any and all Mortgage Loans and the related other assets given as Custodian: 2.2 By providing an Instruction security for any of the Trust's obligations hereunder), free and clear of all liens, participations and rights of others (except for the lien created by the Indenture), and on each date this representation is made, the Indenture Trustee has a first priority lien with respect to the first acquisition Trust Estate and no further action in the nature of an Investment (as defined below) in a jurisdiction other than the United States delivery of Americapossession or filing, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations including any filing of any document is required to be made by establish and perfect the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, adequately disclosed the material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreement. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account lien with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software respect to the Trust Estate in favor of the Indenture Trustee against all third parties in any jurisdiction. (h) The Trust office is located at c/o Wachovia Trust Company, National Association, One Xxxxxx Square, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 Attn: Corporate Trust Administration. The Custodial Loan Files concerning the Mortgage Loans are held in the offices of the Collateral Agent in the State of Texas. (i) The Trust's federal taxpayer identification number is 00-0000000. (j) There are no delinquent federal, state, city, county, or other taxes relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides to the Trust. 2.4 By providing (k) There are no actions, suits, investigations or other proceedings pending or, to the best knowledge of the Trust after due inquiry, threatened against or affecting the Trust by or before any court, arbitrator, or governmental authority (i) asserting the invalidity of or any of the Basic Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by or any of the Basic Documents, or (iii) which is reasonably likely to materially and adversely affect the validity, enforceability, collectability or value of the Secured Notes. There are no preliminary or permanent injunctions or orders by any court or other governmental authority pending adversely affecting any of the Basic Documents or any of the transactions contemplated thereby. (l) The Trust is not, nor is it controlled by, an Instruction "investment company" within the meaning of the Investment Company Act of 1940, as amended. (m) The Trust does not have any outstanding debt obligation for money borrowed, any other (i.e., debt arising for reasons other than money borrowed) material debt obligations other than the Secured Notes. (n) The transactions contemplated by the Basic Documents are in respect the ordinary course of business of the Trust. The Trust will engage in each acquisition of Mortgage Loans under this Agreement as a principal and not as an Investment agent. (o) The Trust is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder. The Trust will not be rendered insolvent by the execution and delivery of any of the Basic Documents or the performance of its obligations hereunder. No petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Trust. (p) In incurring any obligation or making any "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein pursuant to the Basic Documents (whether in connection with the issue of a Fund (which Instruction may relate to among other things, the execution and/or settlement of tradesSecured Note or otherwise), the Trust hereby does not intend to hinder, delay or defraud any Person to which the Trust is or will become, on or after the date on which such obligation is incurred or such transfer is made, indebted. (q) With respect to any obligation incurred by the Trust or any "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein made by the Trust pursuant to the Basic Documents, (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution Trust has received "reasonably equivalent value" within the meaning of Section 548(a)(1)(B)(i) of the Instruction, and agrees to be contractually bound to the terms of Bankruptcy Code for such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply theretotransfer, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust is not and will not become "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code at the time of or its designated agent to enable the Trust to so executeas a result of incurring such obligation or making such transfer, (iii) agrees to ensure that any instructions issued by the Trust is not engaged in, and is not about to engage in, any business or its designated agent shall also be concurrently submitted to BBH&Co.transaction for which the any property remaining with the Trust constitutes "unreasonably small capital" within the meaning of Section 548(a)(1)(B)(ii)(II) of the Bankruptcy Code, and (iv) shall adhere the Trust does not intend to incur, and does not believe that it will incur, "debts" within the meaning of Section 101(12) of the Bankruptcy Code that would be beyond the Trust's ability to pay as such debts matured. (r) With respect to any BBH&Co. procedures established with each "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein made by the Trust pursuant to such fund or transfer is intended as a "contemporaneous exchange for new value" given to the Trust within the meaning of Section 547(c)(1) of the Bankruptcy Code. (s) The Trust is a limited purpose entity whose primary activities are restricted in the Trust Agreement and the Basic Documents. (t) From the date the date of its transfer agent with respect thereto including, but not limited toformation through the date hereof, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian has not been and is not acting as involved in the day-to-day management of the Sponsor, any of the Originators and/or the Depositor, has maintained and continues to maintain separate corporate records and books of account from the Sponsor, the Originators and the Depositor, has a broker separate business office from the Sponsor, the Originators and the Depositor and otherwise has and continues to observe corporate formalities. (u) From the date the date of its formation through the date hereof, the Trust has maintained and continues to maintain its assets separately from the assets of the Sponsor, the Originators and the Depositor (including through the maintenance of a separate bank account), the Trust's funds and assets, and records relating thereto, have not been and are not commingled with those of the Sponsor, the Originators or introducing broker on behalf the Depositor and the separate creditors of the Trust will be entitled to be satisfied out of the Trust's assets prior to any value in the Trust becoming available to the holders of the Trust Certificates or the Sponsor's, (2) BBH&Co. is not receiving compensation in connection with any of the Originators' and/or the Trust’s execution hereunder 's creditors. (v) From the date the date of trades with each such fund its formation through the date hereof, all business correspondence of the Trust and other than communications have been and are conducted in the Trust's own name and on its usual and customary custody fees and transaction charges, own stationery. (3w) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by From the relevant distributor date the date of each such fund including, but not limited toits formation through the date hereof, the prospectus for each such Investment Trust has been and continues to operate in a fund or for resolving execution queries or complaints relative manner intended to reduce the risk that it would be substantively consolidated in the bankruptcy estate of the Sponsor, any such Investment, and (b) assessing the suitability of any such Investment executed directed by Originator and/or the Trust. 2.5 The Trust represents and warrants , such that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 separate existence of the US Internal Revenue Code Trust would be disregarded in the event of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA a bankruptcy or Section 4975 insolvency of the CodeSponsor, and (3) entities any Originator and/or the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each FundDepositor.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each to the Indenture Trustee that as of the following: With respect to BBH&Co’s appointment date of this Agreement or as Custodian and TAof such date specifically provided herein: 2.1 This Agreement (a) The Trust is a statutory business trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has beenall power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted. The Trust is duly qualified to do business in, and at is in good standing in, every other jurisdiction in which the time nature of delivery of each Instruction, such Instruction will its business requires it to be so qualified. (b) The Trust has full power and authority to execute and deliver this Agreement and to perform its obligations under the Basic Documents to which it is a party. The Basic Documents to which the Trust is a party have been, been duly authorized, authorized by all necessary action and do not require any additional approval by anyone that has not already been obtained. The Basic Documents to which the Trust is a party have been duly executed and delivered by the Trust. Trust and constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity and equitable remedies, regardless of whether enforcement is considered in a proceeding in equity or at law. (c) The Secured Notes have been duly authorized, and when the Secured Notes are issued and delivered pursuant to the indenture, the Secured Notes will have been duly executed, issued and delivered and will be entitled to the benefits provided by the Indenture, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such benefits is considered in a proceeding in equity or at law), and will in all material respects be in the form contemplated by the Indenture. (d) Neither this Agreementthe execution and delivery nor the performance by the Trust of the Basic Documents to which it is a party will conflict with the governing instruments of the Trust or conflict with, nor any Instruction issued hereunder violates any Applicable Law result in a breach, violation or conflicts with acceleration of, or constitutes constitute a default or require any consent under the applicable Fund’s prospectus, the Trust’s organizational documents any instrument or any agreement, judgment, order or decree agreement to which the Trust is a party or Fund by which the Trust or its Investments is properties may be bound. With , or any law, order, or regulation applicable to the Trust of any governmental authority having jurisdiction over the Trust or its properties, and do not and will not result in or require the creation of any lien (other than pursuant to the Indenture) with respect to BBH&Co’s appointment any of the Trust's properties. (e) Neither the execution and delivery nor the performance by the Trust of the Basic Documents to which it is a party requires any authorization, approval, consent, license, exemption (other than any self-executing exemption), filing, registration, or any other action except those which have been obtained and are in full force and effect or where the failure to comply with the requirement would not adversely affect the delivery, execution or performance by the Trust of the Basic Documents. (f) Neither the Trust nor any of its Affiliates is in default under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money to which it is a party or by which its properties are bound, which default is likely to result in a Material Adverse Effect. No Event of Default has occurred and is continuing under any of the Basic Documents. (g) The Trust holds good and indefeasible title to, and is the sole owner of, all right, title and interest in and to the Trust Estate (including any and all Mortgage Loans and the related other assets given as Custodian: 2.2 By providing an Instruction security for any of the Trust's obligations hereunder), free and clear of all liens, participations and rights of others (except for the lien created by the Indenture), and on each date this representation is made, the Indenture Trustee has a first priority lien with respect to the first acquisition Trust Estate and no further action in the nature of an Investment (as defined below) in a jurisdiction other than the United States delivery of Americapossession or filing, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations including any filing of any document is required to be made by establish and perfect the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, adequately disclosed the material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreement. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account lien with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software respect to the Trust Estate in favor of the Indenture Trustee against all third parties in any jurisdiction. (h) The Trust office is located at c/o First Union Trust Company, N.A., One Xxxxxx Square, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000. The Custodial Loan Files concerning the Mortgage Loans are held in the offices of the Collateral Agent in the State of Texas. (i) The Trust's federal taxpayer identification number is __________. (j) There are no delinquent federal, state, city, county, or other taxes relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides to the Trust. 2.4 By providing (k) There are no actions, suits, investigations or other proceedings pending or, to the best knowledge of the Trust after due inquiry, threatened against or affecting the Trust by or before any court, arbitrator, or governmental authority (i) asserting the invalidity of or any of the Basic Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by or any of the Basic Documents, or (iii) which is reasonably likely to materially and adversely affect the validity, enforceability, collectibility or value of the Secured Notes. There are no preliminary or permanent injunctions or orders by any court or other governmental authority pending adversely affecting any of the Basic Documents or any of the transactions contemplated thereby. (l) The Trust is not, nor is it controlled by, an Instruction "investment company" within the meaning of the Investment Company Act of 1940, as amended. (m) Each and every Mortgage Loan is an Eligible Mortgage Loan. (n) The Trust does not have any outstanding debt obligation for money borrowed, any other (i.e., debt arising for reasons other than money borrowed) material debt obligations other than the Secured Notes. (o) The transactions contemplated by the Basic Documents are in respect the ordinary course of business of the Trust. The Trust will engage in each acquisition of Mortgage Loans under this Agreement as a principal and not as an Investment of a Fund agent. (which Instruction may relate p) The Trust is solvent, is able to among other things, pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder. The Trust will not be rendered insolvent by the execution and/or settlement and delivery of tradesany of the Basic Documents or the performance of its obligations hereunder. No petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Trust. (q) In incurring any obligation or making any "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein pursuant to the Basic Documents (whether in connection with an Advance or otherwise), the Trust hereby does not intend to hinder, delay or defraud any Person to which the Trust is or will become, on or after the date on which such obligation is incurred or such transfer is made, indebted. (r) With respect to any obligation incurred by the Trust or any "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein made by the Trust pursuant to the Basic Documents, (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution Trust has received "reasonably equivalent value" within the meaning of Section 548(a)(1)(B)(i) of the Instruction, and agrees to be contractually bound to the terms of Bankruptcy Code for such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply theretotransfer, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust is not and will not become "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code at the time of or its designated agent to enable the Trust to so executeas a result of incurring such obligation or making such transfer, (iii) agrees to ensure that any instructions issued by the Trust is not engaged in, and is not about to engage in, any business or its designated agent shall also be concurrently submitted to BBH&Co.transaction for which the any property remaining with the Trust constitutes "unreasonably small capital" within the meaning of Section 548(a)(1)(B)(ii)(II) of the Bankruptcy Code, and (iv) shall adhere the Trust does not intend to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agentincur, and (4) BBH&Co. is does not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants believe that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction incur, "debts" within the meaning of Section 101(12) of the Bankruptcy Code that would cause Custodian be beyond the Trust's ability to violate any Sanctions Regime, including any transaction or dealing with or involving pay as such debts matured. (is) any person or entity subject With respect to any Sanctions Regime, or "transfer" (iias defined in Section 101 of the Bankruptcy Code) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, of property or any fund or other investment vehicle that interest therein made by the Trust pursuant to such transfer is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign intended as a "contemporaneous exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject for new value" given to the United States (“US”Trust within the meaning of Section 547(c)(1) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Bankruptcy Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, Agreement nor any Instruction issued hereunder thereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable FundTrust’s prospectus, the Trust’s organizational documents articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Trust of the Fund is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust Fund shall be deemed to have confirmed to the Custodian that the Trust Fund has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust Fund under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 The Trust Each Fund shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust Fund uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each Fund shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust Fund relating to the services described in this Agreement, the Trust Fund will only use the software for the purposes for which the Custodian provided the software to the TrustFund, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the TrustFund. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution processing of orders and/or settlement of tradestransactions in funds), the Trust Fund hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of to carry out the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. it by or on behalf of the TrustFund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust Fund to BBH&Co.; (v) acknowledges that collective investment pools schemes (and/or their agent(s)) in which the Trust Fund invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a the Fund’s investments in such poolsschemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of or other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as to any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust Fund for which the Trust Fund does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the TrustFund, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the TrustFund, and the Trust Fund requests that BBH&Co. provide the Trust Fund with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust Fund hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust Fund (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust Fund or its designated agent to enable the Trust Fund to so execute, (iii) agrees to ensure that any instructions issued by the Trust Fund or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust Fund also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the TrustFund, (2) BBH&Co. is not receiving compensation in connection with the TrustFund’s own execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed directly by the TrustFund. 2.5 The Trust Fund represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust Fund further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists lists. 2.6 The Trust Fund represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust Fund further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust Fund represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates This Agreement does not violate any Applicable Law or conflicts conflict with or constitutes constitute a default under the applicable Fund’s prospectusTrust's prospectus or other organic document, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust Fund shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If In furtherance and not limitation of the foregoing, in the event the Trust utilizes any on-line service offered by the Custodian, the Trust and the Custodian shall be fully responsible for the security of each party's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, if the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s 's computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 3.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates This Agreement does not violate any Applicable Law or conflicts conflict with or constitutes constitute a default under the applicable Fund’s prospectusTrust's registration statement, the Trust’s organizational documents including prospectuses, or any agreementother agreements, judgmentjudgments, order orders or decree decrees to which the Trust is a party or Fund by which it or its the Funds' Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 3.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks as defined in Section 10 and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 The Trust 3.3 Each party shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If In furtherance and not limitation of the foregoing, in the event the Trust utilizes any on-line service offered by the Custodian, the Trust and the Custodian shall be fully responsible for the security of each party's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, if the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s 's computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 2.1. This Agreement has been, and at the time of delivery of each Instruction, such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, Agreement nor any Instruction issued hereunder thereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable a Fund’s 's prospectus, the Trust’s organizational documents articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Trust a Fund is a party or Fund by which it or its Investments is bound. 2.2. With respect to BBH&Co’s appointment as Custodian: 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust a Fund shall be deemed to have confirmed to the Custodian that the Trust a Fund has (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust a Fund under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 2.3. The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust Fund uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s 's computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 2.4. By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “"as is” " without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. it by or on behalf of the Trusta Fund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s 's name by any means other than the issuance of an Instruction by the Trust a Fund to BBH&Co.; (v) acknowledges that collective investment pools schemes (and/or their agent(s)) in which the Trust a Fund invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s 's investments in such poolsschemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s 's performance pursuant to an Instruction or under this Agreement; (viii) represents that it is not a "Plan" (which term includes (1) employee benefit plans that are subject to the United States ("US") Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code"), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include "plan assets" of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the "plan assets" of, a Plan; (ix) undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the beneficial investor to the Investment, and as to any tax withholding or benefit to which an Investment may be subject; (ixx) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust Fund for which the Trust Fund does not have sufficient cash on deposit with BBH&Co.; and (xxi) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the TrustFund, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust a Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trusta Fund, and the Trust a Fund requests that BBH&Co. provide the Trust a Fund with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust Fund hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust Fund (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust Fund or its designated agent to enable the Trust Fund to so execute, (iii) agrees to ensure that any instructions issued by the Trust Fund or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust Fund also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the TrustFund, (2) BBH&Co. is not receiving compensation in connection with the Trust’s Fund's execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, Agreement nor any Instruction issued hereunder thereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable FundTrust’s prospectus, the Trust’s organizational documents articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Trust of a Fund is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust a Fund shall be deemed to have confirmed to the Custodian that the Trust Fund has (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust Fund under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 The Trust Each Fund shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust a Fund uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each Fund shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust a Fund relating to the services described in this Agreement, the Trust Fund will only use the software for the purposes for which the Custodian provided the software to the TrustFund, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the TrustFund. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust each Fund hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. it by or on behalf of the TrustFund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1,, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust Fund to BBH&Co.; (v) acknowledges that collective investment pools schemes (and/or their agent(s)) in which the Trust a Fund invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a the Fund’s investments in such poolsschemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further ; (ix) undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the beneficial investor to the Investment, and as to any tax withholding or benefit to which an Investment may be subject; (x) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Fund for which the Fund does not have sufficient cash on deposit with BBH&Co.; and (xi) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Fund, or any transfer agent or other agent of an Investment in which the Fund may invest. 2.4.1 To the extent that a Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Fund, and the Fund requests that BBH&Co. provide the Fund with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Fund hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Fund (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Fund or its designated agent to enable the Fund to so execute, (iii) agrees to ensure that any instructions issued by the Fund or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. Each Fund also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Fund, (2) BBH&Co. is not receiving compensation in connection with the Fund’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have beenbeen duly authorized and if in writing, duly authorized, executed and delivered by the Trust. Neither this Agreement, Agreement nor any Instruction issued hereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable Fund’s Trust's prospectus, the Trust’s organizational documents articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to acknowledges that the Custodian that has no obligation to assess Country or Sovereign Risks, and the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except and (b) appropriately and adequately disclosed to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks, including those appropriately delegated relating to the Custodian custody and settlement infrastructure or the servicing of securities in the Delegation Schedule, and (iii) if appropriate, adequately disclosed the material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementjurisdiction. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as in the manner directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian Ultimus, which representations, warranties and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable Fund’s prospectus, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund or its Investments is bound. With respect to BBH&Co’s appointment as Custodian: 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust covenants shall be deemed to have confirmed to be continuing throughout the Custodian term of this Agreement, that: (A) (1) as of the close of business on the Agreement Effective Date, each Fund that the Trust is then in existence has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Scheduleauthorized unlimited shares, and (iii2) if appropriate, adequately disclosed the material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreement. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping no shares of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall Fund will be solely responsible for ensuring the security of its access offered to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with public until the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized registration statement under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Securities Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 19861933, as amended (the “CodeSecurities Act”), and the Investment Company Act, has been declared or becomes effective and all required state securities law filings have been made. (2B) plansIt shall use commercially reasonable efforts to cause the investment adviser(s) and sub-advisers, individual retirement accounts prime broker, custodian, legal counsel, independent accountants, and other arrangements service providers and agents, past or present, for each Fund to cooperate with Ultimus and to provide it with such information, documents, and advice relating to the Fund as appropriate or requested by Ultimus, in order to enable Ultimus to perform its duties and obligations under this Agreement. (C) The Trust’s Agreement and Declaration of Trust, Bylaws, registration statement and each Fund’s organizational documents, and prospectus are true and accurate and will remain true and accurate at all times during the term of this Agreement in conformance with applicable federal and state securities laws. (D) Each of the employees of Ultimus that are serves or has served at any time as an officer of the Trust, including the CCO, President, Treasurer, Secretary and the AML Compliance Officer, shall be covered by the Trust’s Directors & Officers/Errors & Omissions insurance policy (the “Policy”) and shall be subject to the prohibited transaction provisions of Section 406 the Trust’s Declaration of ERISA or Section 4975 Trust and Bylaws regarding indemnification of its officers. The Trust shall provide Ultimus with proof of current coverage, including a copy of the CodePolicy, and shall notify Ultimus immediately should the Policy be canceled or terminated. (3E) entities Any officer of the underlying assets of which are Trust shall be considered an individual who is authorized to include “plan assets” of such plans, accounts provide Ultimus with instructions and arrangements), or an entity purchasing shares requests on behalf ofof the Trust (an “Authorized Person”) (unless such authority is limited in a writing from the Trust and received by Ultimus) and has the authority to appoint additional Authorized Persons, to limit or with revoke the “plan assets” of, a Planauthority of any previously designated Authorized Person, and further undertakes to inform BBH&Co. and certify to keep Ultimus the same updated as to the status under ERISA or Section 4975 names of the Code, each as amended, of the each FundAuthorized Persons from time to time.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 2.1. This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates This Agreement does not violate any Applicable Law or conflicts conflict with or constitutes constitute a default under the applicable Fund’s prospectus, the Trust’s organizational documents prospectus or any other organic document, agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its Investments is bound. 2.2. With respect to BBH&Co’s appointment as Custodian: 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust Fund shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 2.3. The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If In furtherance and not limitation of the foregoing, in the event the Trust utilizes any on-line service offered by the Custodian, the Trust and the Custodian shall be fully responsible for the security of each party’s connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, if the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has beenbeen duly authorized, executed and delivered by the Trust, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered authorized by the Trust. Neither this Agreement, Agreement nor any Instruction issued hereunder thereunder violates any Applicable Law (as defined in Section 13.5) or conflicts with or constitutes a default under the applicable FundTrust’s prospectus, the Trust’s organizational documents certificate of trust, declaration of trust and by-laws or other constitutive document or any agreement, judgment, order or decree to which the Trust Trust, on behalf of a Fund, is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust Trust, with regard to the applicable Fund, has (a) assessed and accepted all material Country, Sanctions Country Risk or Sovereign Risks Risk (as defined in Sections 9.1.2 and 9.1.3, respectively) and accepted responsibility for their occurrence, ; (b) made all determinations required to be made by the Trust Fund under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, ; and (iiic) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementrisks. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed or permitted by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the TrustFund. Neither this Agreement, Agreement nor any Instruction issued hereunder thereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable Fund’s prospectus, the Trust’s organizational documents articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Trust Fund is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust Fund has (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust Fund under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, Agreement nor any Instruction issued hereunder thereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable Fund’s Trust's prospectus, the Trust’s organizational documents articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its the Funds’ Investments is are bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) by a Fund in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately determinations expressly delegated to the Custodian in the pursuant to Delegation Schedule, Schedule attached hereto; and (iii) if appropriate, adequately disclosed the to its shareholders and prospective investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risksthose relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction, to the extent deemed appropriate by the Trust. Nothing in this Section 2.2 section shall relieve the Custodian of its responsibilities responsibility for performance of its duties under Section 8.2 of this Agreementwith respect to foreign depository information in connection with Rule 17f-7 under the 0000 Xxx. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. it by or on behalf of the TrustTrust or a Fund, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools schemes (and/or their agent(s)) in which the Trust a Fund invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a the Fund’s investments in such poolsschemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes represents that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan; (ix) agrees to inform BBH&Co. and to keep the same updated as soon as reasonably practicable as to the status under ERISA or Section 4975 of the Code, each as amended, of the beneficial investor to the Investment, and as to any tax withholding or benefit to which an Investment may be subject; and (ixx) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust Fund for which the Trust Fund does not have sufficient cash on deposit with BBH&Co.; and (xxi) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the TrustFund, or any transfer agent or other agent agent, not affiliated with BBH&Co., of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust a Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed directly by the Trust. 2.5 2.7 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists ... 2.6 2.8 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund Trust or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, Agreement nor any Instruction issued hereunder thereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable FundTrust’s prospectus, the Trust’s organizational documents articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to to, among other things, the execution processing of orders and/or settlement of tradestransactions), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of to carry out the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund Investment prospectus or offering circular, subscription agreement, or any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. it by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools schemes (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fundthe Trust’s investments in such poolsschemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any any, capital calls, letters of intent of or other requirements as set out in the prospectus or offering circular of an any Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as to any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto thereto, including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s own execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it BBH&Co. will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed directly by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists lists. 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each FundTrust.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, Agreement nor any Instruction issued hereunder thereunder violates any Applicable Law or conflicts with or constitutes a default under the applicable Fund’s prospectus, the Trust’s organizational documents registration statement, articles of organization or other constitutive document or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdiction. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, policies which the Custodian provides to the Trust. 2.4 Notwithstanding anything in this Agreement to contrary effect, each Fund specifically represents and warrants to the Custodian that it shall at all times be principally liable for the repayment of any Advance made by the Custodian to that Fund under this Agreement. 2.5 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution processing of orders and/or settlement of tradestransactions in funds), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of to carry out the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it the Trust has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund Investment prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictionsrestrictions and requirements that all such documentation relating to the investment has been received, read and understood); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. it by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.12.5.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools schemes (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fundthe Trust’s investments in such poolsschemes; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of or other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as to any tax withholding or benefit to which an Investment may be subject; (ix) authorizes BBH&Co. to furnish the customer due diligence records maintained by BBH&Co. on the Trust and their beneficial owners upon request of the transfer agent or other agent of an issuer of an Investment; (x) represents and warrants that to the extent the Trust provides BBH&Co. with any personal data or personally identifiable information in connection with an Investment, the Trust will have obtained the consent of the applicable individuals to provide such data and information to BBH&Co. and the fund and to the use of such data and information as described in the applicable account opening, subscription and related fund documentation; (xi) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (xxii) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trustfund, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 2.5.1 To the extent that the Trust a Fund holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so executeplace orders in fund shares directly with the fund companies and/or their transfer agents, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s own execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed placed directly by the Trust. 2.5 2.6 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists lists. 2.6 2.6.1 The Trust represents and warrants that either the Trust or its service providers conduct ongoing screening of the Trust’s investors and their transactional activity against lists promulgated by a Sanctions Regime, as such lists are amended from time to time. 2.6.2 The Trust represents and warrants that it has implemented adequate risk management, control and compliance procedures and systems to ensure that it will not instruct or otherwise cause Custodian to hold any assets in custody that would violate a Sanctions Regime. The Trust further represents it will not instruct Custodian to invest in, engage in, or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing involving: (i) any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) any person or entity subject to any Sanctions Regime; or (iii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime (collectively, “Sanctioned Property”). The Trust further represents and warrants that it will promptly notify the Custodian in writing if either it or any of its underlying investors whose assets are held by the Custodian becomes subject to a Sanctions Regime or holds assets that subsequently became Sanctioned Property. 2.7 The Trust represents and warrants that it has developed and implemented an anti-money laundering (“AML”) program (“AML Program”) that is designed to comply with all applicable AML and terrorist financing laws and regulations, including but not limited to: the United States Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and the rules and guidance of any applicable self-regulatory organization (collectively, “applicable AML laws”). The Trust represents and warrants that its AML Program, or the AML Programs of its service providers, include a written Customer Identification Program (“CIP”) that identifies and verifies the Trust’s investors, including beneficial owners, as required by applicable AML laws. The Trust further represents and warrants that its AML Program, or the AML Programs of its service providers, include policies, procedures and controls designed to ensure that: (i) none of the Funds’ investors are prohibited banks that fail to maintain a physical presence in any country (a “Shell Bank”); (ii) enhanced due diligence is conducted on investors identified as Politically Exposed Persons, which includes ascertaining source of wealth for such investors; (iii) ongoing monitoring is conducted to identify and report suspicious activity; and (iv) the Trust or its service providers create and maintain all records and documentation required by applicable AML laws, including identification and verification records of the Trust’s investors. 2.7.1 The Trust acknowledges that the Custodian is obligated under applicable US AML Laws to obtain, verify and record identifying information about its customers prior to opening an account. 2.7.2 The Trust represents and warrants that upon request, it will provide the Custodian with information that the Custodian requires to comply with applicable AML Laws and Sanctions Regimes. 2.7.3 The Trust further represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Propertyapplicable AML laws. 2.7 2.8 The Trust represents and warrants that it each Fund is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each FundFunds. 2.9 The Trust represents and warrants that it will promptly notify the Custodian in writing if any of the above representations cease to be true.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and at the time of delivery of each Instruction, Instruction such Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates This Agreement does not violate any Applicable Law or conflicts conflict with or constitutes constitute a default under the applicable Fund’s prospectusTrust's prospectus or other organic document, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its Investments is bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, appropriately and adequately disclosed the to its shareholders, all material investment risks of such Investmentrisks, including Country Risks. Nothing those relating to the custody and settlement infrastructure or the servicing of securities in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreementsuch jurisdictions. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. If In furtherance and not limitation of the foregoing, in the event the Trust uses utilizes any on-line or similar communications service made available offered by the Custodian, the Trust and the Custodian each shall be solely fully responsible for ensuring the security of its respective connecting terminal, access to thereto and the service proper and for the authorized use of the service, and shall only attempt to access the service thereof and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, initiation and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides to the Trust. 2.4 By providing an Instruction application of continuing effective safeguards in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Cothereof.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each to the Indenture Trustee that as of the following: With respect to BBH&Co’s appointment date of this Agreement or as Custodian and TAof such date specifically provided herein: 2.1 This Agreement (a) The Trust is a statutory business trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has beenall power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted. The Trust is duly qualified to do business in, and at is in good standing in, every other jurisdiction in which the time nature of delivery of each Instruction, such Instruction will its business requires it to be so qualified. (b) The Trust has full power and authority to execute and deliver this Agreement and to perform its obligations under the Basic Documents to which it is a party. The Basic Documents to which the Trust is a party have been, been duly authorized, authorized by all necessary action and do not require any additional approval by anyone that has not already been obtained. The Basic Documents to which the Trust is a party have been duly executed and delivered by the Trust. Trust and constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity and equitable remedies, regardless of whether enforcement is considered in a proceeding in equity or at law. (c) The Secured Notes have been duly authorized, and when the Secured Notes are issued and delivered pursuant to the indenture, the Secured Notes will have been duly executed, issued and delivered and will be entitled to the benefits provided by the Indenture, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such benefits is considered in a proceeding in equity or at law), and will in all material respects be in the form contemplated by the Indenture. (d) Neither this Agreementthe execution and delivery nor the performance by the Trust of the Basic Documents to which it is a party will conflict with the governing instruments of the Trust or conflict with, nor any Instruction issued hereunder violates any Applicable Law result in a breach, violation or conflicts with acceleration of, or constitutes constitute a default or require any consent under the applicable Fund’s prospectus, the Trust’s organizational documents any instrument or any agreement, judgment, order or decree agreement to which the Trust is a party or Fund by which the Trust or its Investments is properties may be bound. With , or any law, order, or regulation applicable to the Trust of any governmental authority having jurisdiction over the Trust or its properties, and do not and will not result in or require the creation of any lien (other than pursuant to the Indenture) with respect to BBH&Co’s appointment any of the Trust's properties. (e) Neither the execution and delivery nor the performance by the Trust of the Basic Documents to which it is a party requires any authorization, approval, consent, license, exemption (other than any self-executing exemption), filing, registration, or any other action except those which have been obtained and are in full force and effect or where the failure to comply with the requirement would not adversely affect the delivery, execution or performance by the Trust of the Basic Documents. (f) Neither the Trust nor any of its Affiliates is in default under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money to which it is a party or by which its properties are bound, which default is likely to result in a Material Adverse Effect. No Event of Default has occurred and is continuing under any of the Basic Documents. (g) The Trust holds good and indefeasible title to, and is the sole owner of, all right, title and interest in and to the Trust Estate (including any and all Mortgage Loans and the related other assets given as Custodian: 2.2 By providing an Instruction security for any of the Trust's obligations hereunder), free and clear of all liens, participations and rights of others (except for the lien created by the Indenture), and on each date this representation is made, the Indenture Trustee has a first priority lien with respect to the first acquisition Trust Estate and no further action in the nature of an Investment (as defined below) in a jurisdiction other than the United States delivery of Americapossession or filing, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations including any filing of any document is required to be made by establish and perfect the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, adequately disclosed the material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreement. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account lien with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software respect to the Trust Estate in favor of the Indenture Trustee against all third parties in any jurisdiction. (h) The Trust office is located at c/o First Union Trust Company, N.A., One Xxxxxx Square, 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000. The Custodial Loan Files concerning the Mortgage Loans are held in the offices of the Collateral Agent in the State of Texas. (i) The Trust's federal taxpayer identification number is 00-0000000. (j) There are no delinquent federal, state, city, county, or other taxes relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides to the Trust. 2.4 By providing (k) There are no actions, suits, investigations or other proceedings pending or, to the best knowledge of the Trust after due inquiry, threatened against or affecting the Trust by or before any court, arbitrator, or governmental authority (i) asserting the invalidity of or any of the Basic Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by or any of the Basic Documents, or (iii) which is reasonably likely to materially and adversely affect the validity, enforceability, collectibility or value of the Secured Notes. There are no preliminary or permanent injunctions or orders by any court or other governmental authority pending adversely affecting any of the Basic Documents or any of the transactions contemplated thereby. (l) The Trust is not, nor is it controlled by, an Instruction "investment company" within the meaning of the Investment Company Act of 1940, as amended. (m) The Trust does not have any outstanding debt obligation for money borrowed, any other (i.e., debt arising for reasons other than money borrowed) material debt obligations other than the Secured Notes. (n) The transactions contemplated by the Basic Documents are in respect the ordinary course of business of the Trust. The Trust will engage in each acquisition of Mortgage Loans under this Agreement as a principal and not as an Investment agent. (o) The Trust is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder. The Trust will not be rendered insolvent by the execution and delivery of any of the Basic Documents or the performance of its obligations hereunder. No petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Trust. (p) In incurring any obligation or making any "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein pursuant to the Basic Documents (whether in connection with the issue of a Fund (which Instruction may relate to among other things, the execution and/or settlement of tradesSecured Note or otherwise), the Trust hereby does not intend to hinder, delay or defraud any Person to which the Trust is or will become, on or after the date on which such obligation is incurred or such transfer is made, indebted. (q) With respect to any obligation incurred by the Trust or any "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein made by the Trust pursuant to the Basic Documents, (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution Trust has received "reasonably equivalent value" within the meaning of Section 548(a)(1)(B)(i) of the Instruction, and agrees to be contractually bound to the terms of Bankruptcy Code for such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply theretotransfer, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust is not and will not become "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code at the time of or its designated agent to enable the Trust to so executeas a result of incurring such obligation or making such transfer, (iii) agrees to ensure that any instructions issued by the Trust is not engaged in, and is not about to engage in, any business or its designated agent shall also be concurrently submitted to BBH&Co.transaction for which the any property remaining with the Trust constitutes "unreasonably small capital" within the meaning of Section 548(a)(1)(B)(ii)(II) of the Bankruptcy Code, and (iv) shall adhere the Trust does not intend to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agentincur, and (4) BBH&Co. is does not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants believe that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction incur, "debts" within the meaning of Section 101(12) of the Bankruptcy Code that would cause Custodian be beyond the Trust's ability to violate any Sanctions Regime, including any transaction or dealing with or involving pay as such debts matured. (ir) any person or entity subject With respect to any Sanctions Regime, or "transfer" (iias defined in Section 101 of the Bankruptcy Code) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, of property or any fund or other investment vehicle that interest therein made by the Trust pursuant to such transfer is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign intended as a "contemporaneous exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject for new value" given to the United States (“US”Trust within the meaning of Section 547(c)(1) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Bankruptcy Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each of the following: With respect to BBH&Co’s appointment as Custodian and TA: 2.1 This Agreement has been, and and, at the time of delivery of each Instruction, such the Instruction will have been, duly authorized, executed and delivered by the Trust. Neither this Agreement, nor any Instruction issued hereunder violates This Agreement does not violate any Applicable Law or conflicts conflict with or constitutes constitute a default under the applicable respective Fund’s prospectus's prospectuses or other organic document, the Trust’s organizational documents or any agreement, judgment, order or decree to which the Trust is a party or Fund by which it or its the Funds' Investments is are bound. With respect to BBH&Co’s appointment as Custodian:. 2.2 By providing an Instruction with respect to the first acquisition of an Investment (as defined below) by a Fund in a jurisdiction other than the United States of America, the Trust shall be deemed to have confirmed to the Custodian that the Trust has has: (a) assessed and accepted all material Country, Sanctions Country or Sovereign Risks and accepted responsibility for their occurrence, ; (b) made all determinations required to be made by the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the pursuant to Delegation Schedule, Schedule attached hereto; and (iii) if appropriatedeemed appropriate by the Trust, adequately disclosed the to its shareholders and prospective investors, all material investment risks of such Investmentrisks, including any Country Risks. Nothing in this Section 2.2 section shall relieve the Custodian of its responsibilities responsibility for performance of its duties under Section 8.2 of this Agreementwith respect to foreign depository information in connection with Rule 17f-7 under the 0000 Xxx. 2.3 The Trust shall safeguard and shall solely be responsible for the its safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides itit (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). If In furtherance and not limitation of the foregoing, in the event the Trust utilizes any on-line service offered by the Custodian, the Trust and the Custodian shall be fully responsible for the security of its own connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement). Additionally, if the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the serviceservice (except to the extent that any failure by the Trust to safe keep such devices or statements is beyond its reasonable control or is caused or contributed to by the Custodian or by the design, or intended use or manufacture of the device or statement) and shall only attempt to access the service and the Custodian’s 's computer systems as directed by the Custodian. If the Custodian provides any computer software to the Trust relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which policies that the Custodian provides to the Trust. 2.4 By providing an Instruction in respect of an Investment of a Fund (which Instruction may relate to among other things, the execution and/or settlement of trades), the Trust hereby (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution of the Instruction, and agrees to be contractually bound to the terms of such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply thereto, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust or its designated agent to enable the Trust to so execute, (iii) agrees to ensure that any instructions issued by the Trust or its designated agent shall also be concurrently submitted to BBH&Co., and (iv) shall adhere to any BBH&Co. procedures established with each such fund or its transfer agent with respect thereto including, but not limited to, the terms of the limited power of attorney. The Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf of the Trust, (2) BBH&Co. is not receiving compensation in connection with the Trust’s execution hereunder of trades with each such fund other than its usual and customary custody fees and transaction charges, (3) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment in a fund or for resolving execution queries or complaints relative to any such Investment, and (b) assessing the suitability of any such Investment executed directed by the Trust. 2.5 The Trust represents and warrants that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and (3) entities the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each Fund.

Representations, Warranties and Covenants of the Trust. The Trust hereby represents, warrants and covenants each to the Indenture Trustee that as of the following: With respect to BBH&Co’s appointment date of this Agreement or as Custodian and TAof such date specifically provided herein: 2.1 This Agreement (a) The Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has beenall power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted. The Trust is duly qualified to do business in, and at is in good standing in, every other jurisdiction in which the time nature of delivery of each Instruction, such Instruction will its business requires it to be so qualified. (b) The Trust has full power and authority to execute and deliver this Agreement and to perform its obligations under the Basic Documents to which it is a party. The Basic Documents to which the Trust is a party have been, been duly authorized, authorized by all necessary action and do not require any additional approval by anyone that has not already been obtained. The Basic Documents to which the Trust is a party have been duly executed and delivered by the Trust. Trust and constitute its valid and legally binding obligations, enforceable against it in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity and equitable remedies, regardless of whether enforcement is considered in a proceeding in equity or at law. (c) The Secured Notes have been duly authorized, and when the Secured Notes are issued and delivered pursuant to the indenture, the Secured Notes will have been duly executed, issued and delivered and will be entitled to the benefits provided by the Indenture, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the rights of creditors generally, and to general principles of equity (regardless of whether the entitlement to such benefits is considered in a proceeding in equity or at law), and will in all material respects be in the form contemplated by the Indenture. (d) Neither this Agreementthe execution and delivery nor the performance by the Trust of the Basic Documents to which it is a party will conflict with the governing instruments of the Trust or conflict with, nor any Instruction issued hereunder violates any Applicable Law result in a breach, violation or conflicts with acceleration of, or constitutes constitute a default or require any consent under the applicable Fund’s prospectus, the Trust’s organizational documents any instrument or any agreement, judgment, order or decree agreement to which the Trust is a party or Fund by which the Trust or its Investments is properties may be bound. With , or any law, order, or regulation applicable to the Trust of any governmental authority having jurisdiction over the Trust or its properties, and do not and will not result in or require the creation of any lien (other than pursuant to the Indenture) with respect to BBH&Co’s appointment any of the Trust's properties. (e) Neither the execution and delivery nor the performance by the Trust of the Basic Documents to which it is a party requires any authorization, approval, consent, license, exemption (other than any self-executing exemption), filing, registration, or any other action except those which have been obtained and are in full force and effect or where the failure to comply with the requirement would not adversely affect the delivery, execution or performance by the Trust of the Basic Documents. (f) Neither the Trust nor any of its Affiliates is in default under any mortgage, borrowing agreement or other instrument or agreement pertaining to indebtedness for borrowed money to which it is a party or by which its properties are bound, which default is likely to result in a Material Adverse Effect. No Event of Default has occurred and is continuing under any of the Basic Documents. (g) The Trust holds good and indefeasible title to, and is the sole owner of, all right, title and interest in and to the Trust Estate (including any and all Mortgage Loans and the related other assets given as Custodian: 2.2 By providing an Instruction security for any of the Trust's obligations hereunder), free and clear of all liens, participations and rights of others (except for the lien created by the Indenture), and on each date this representation is made, the Indenture Trustee has a first priority lien with respect to the first acquisition Trust Estate and no further action in the nature of an Investment (as defined below) in a jurisdiction other than the United States delivery of Americapossession or filing, the Trust shall be deemed to have confirmed to the Custodian that the Trust has (a) assessed and accepted all material Country, Sanctions or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations including any filing of any document is required to be made by establish and perfect the Trust under the 1940 Act, except those appropriately delegated to the Custodian in the Delegation Schedule, and (iii) if appropriate, adequately disclosed the material investment risks of such Investment, including Country Risks. Nothing in this Section 2.2 shall relieve the Custodian of its responsibilities under Section 8.2 of this Agreement. 2.3 The Trust shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account lien with which the Custodian provides it. If the Trust uses any on-line or similar communications service made available by the Custodian, the Trust and the Custodian each shall be solely responsible for ensuring the security of its access to the service and for the authorized use of the service, and shall only attempt to access the service and the Custodian’s computer systems as directed by the Custodian. If the Custodian provides any computer software respect to the Trust Estate in favor of the Indenture Trustee against all third parties in any jurisdiction. (h) The Trust office is located at c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 10000. The Custodial Lxxx Xxxxx xxxxxxxxxx xxx Xxxxxxxx Xxxxx xxx xxxx xx the offices of the Collateral Agent in the State of Texas. (i) The Trust's federal taxpayer identification number is 02-0705048. (j) There are no delinquent federal, state, citx, xxxxxx, or other taxes relating to the services described in this Agreement, the Trust will only use the software for the purposes for which the Custodian provided the software to the Trust, and will abide by the license agreement accompanying the software and any other security policies, which the Custodian provides to the Trust. 2.4 By providing (k) There are no actions, suits, investigations or other proceedings pending or, to the best knowledge of the Trust after due inquiry, threatened against or affecting the Trust by or before any court, arbitrator, or governmental authority (i) asserting the invalidity of or any of the Basic Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by or any of the Basic Documents, or (iii) which is reasonably likely to materially and adversely affect the validity, enforceability, collectability or value of the Secured Notes. There are no preliminary or permanent injunctions or orders by any court or other governmental authority pending adversely affecting any of the Basic Documents or any of the transactions contemplated thereby. (l) The Trust is not, nor is it controlled by, an Instruction "investment company" within the meaning of the Investment Company Act of 1940, as amended. (m) The Trust does not have any outstanding debt obligation for money borrowed, any other (i.e., debt arising for reasons other than money borrowed) material debt obligations other than the Secured Notes. (n) The transactions contemplated by the Basic Documents are in respect the ordinary course of business of the Trust. The Trust will engage in each acquisition of Mortgage Loans under this Agreement as a principal and not as an Investment agent. (o) The Trust is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder. The Trust will not be rendered insolvent by the execution and delivery of any of the Basic Documents or the performance of its obligations hereunder. No petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Trust. (p) In incurring any obligation or making any "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein pursuant to the Basic Documents (whether in connection with the issue of a Fund (which Instruction may relate to among other things, the execution and/or settlement of tradesSecured Note or otherwise), the Trust hereby does not intend to hinder, delay or defraud any Person to which the Trust is or will become, on or after the date on which such obligation is incurred or such transfer is made, indebted. (q) With respect to any obligation incurred by the Trust or any "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein made by the Trust pursuant to the Basic Documents, (i) authorizes BBH&Co. to complete such documentation as may be required or appropriate for the execution Trust has received "reasonably equivalent value" within the meaning of Section 548(a)(1)(B)(i) of the Instruction, and agrees to be contractually bound to the terms of Bankruptcy Code for such documentation “as is” without recourse against BBH&Co.; (ii) represents, warrants and covenants that it has accepted and agreed to comply with all Applicable Law, terms and conditions to which it and/or its Investment may be bound, including without limitation, requirements imposed by the Fund prospectus or offering circular, subscription agreement, any application or other documentation relating to an Investment (e.g., compliance with suitability requirements and eligibility restrictions); (iii) acknowledges and agrees that BBH&Co. will not be responsible for the accuracy of any information provided to BBH&Co. by or on behalf of the Trust, or for any underlying commitment or obligation inherent to an Investment; (iv) except as otherwise provided for in Section 2.4.1, represents, warrants and covenants that it will not effect any sale, transfer or disposition of Investment(s) held in BBH&Co.’s name by any means other than the issuance of an Instruction by the Trust to BBH&Co.; (v) acknowledges that collective investment pools (and/or their agent(s)) in which the Trust invests may pay to BBH&Co. certain fees (including without limitation, shareholder servicing and/or trailer fees) in respect of a Fund’s investments in such pools; (vi) agrees that BBH&Co. shall have no obligation or responsibility whatsoever to respond to, or provide capital in connection with any capital calls, letters of intent of other requirements as set out in the prospectus or offering circular of an Investment; (vii) represents, warrants and covenants that it will provide BBH&Co. with such information as is necessary or appropriate to enable BBH&Co.’s performance pursuant to an Instruction or under this Agreement; (viii) undertakes to inform BBH&Co. and to keep the same updated as any tax withholding or benefit to which an Investment may be subject; (ix) acknowledges that BBH&Co. shall have no obligation to fund any order placed by the Trust for which the Trust does not have sufficient cash on deposit with BBH&Co.; and (x) agrees that BBH&Co. shall be held harmless for the acts, omissions or any unlawful activity of any agent of the Trust, or any transfer agent or other agent of an Investment in which the Trust on behalf of a Fund may invest. 2.4.1 To the extent that the Trust holds Investments in an account opened in the name of BBH&Co. as custodian for and at the direction of the Trust, and the Trust requests that BBH&Co. provide the Trust with the capability to place orders and execute trades in fund shares directly with such fund companies and/or their transfer agents which shall be settled in an account established with each such fund company or its transfer agent, the Trust hereby acknowledges that BBH&Co. is under no obligation to agree to such arrangement but if BBH&Co. so agrees, the Trust (i) acknowledges that all relevant terms under Section 2.4 above apply theretotransfer, (ii) authorizes BBH&Co. as custodian, to grant a limited power of attorney to the Trust is not and will not become "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code at the time of or its designated agent to enable the Trust to so executeas a result of incurring such obligation or making such transfer, (iii) agrees to ensure that any instructions issued by the Trust is not engaged in, and is not about to engage in, any business or its designated agent shall also be concurrently submitted to BBH&Co.transaction for which the any property remaining with the Trust constitutes "unreasonably small capital" within the meaning of Section 548(a)(1)(B)(ii)(II) of the Bankruptcy Code, and (iv) shall adhere the Trust does not intend to incur, and does not believe that it will incur, "debts" within the meaning of Section 101(12) of the Bankruptcy Code that would be beyond the Trust's ability to pay as such debts matured. (r) With respect to any BBH&Co. procedures established with each "transfer" (as defined in Section 101 of the Bankruptcy Code) of property or any interest therein made by the Trust pursuant to such fund or its transfer agent with respect thereto includingis intended as a "contemporaneous exchange for new value" given to the Trust within the meaning of Section 547(c)(1) of the Bankruptcy Code. (s) The Trust is a limited purpose entity whose primary activities are restricted in the Trust Agreement and the Basic Documents. (t) The Trust is not involved in the day-to-day management of the Sponsor, but not limited toany of the Originators and/or the Depositor, maintains separate corporate records and books of account from the Sponsor, the terms Originators and the Depositor, has a separate business office from the Sponsor, the Originators and the Depositor and otherwise observes corporate formalities. (u) The Trust maintains its assets separately from the assets of the limited power Sponsor, the Originators and the Depositor (including through the maintenance of attorney. The a separate bank account), the Trust's funds and assets, and records relating thereto, have not been and are not commingled with those of the Sponsor, the Originators or the Depositor and the separate creditors of the Trust also acknowledges and agrees that (1) BBH&Co. is acting solely in its capacity as custodian and is not acting as a broker or introducing broker on behalf will be entitled to be satisfied out of the Trust's assets prior to any value in the Trust becoming available to the holders of the Trust Certificates or the Sponsor's, (2) BBH&Co. is not receiving compensation in connection with any of the Originators' and/or the Trust’s execution hereunder 's creditors. (v) All business correspondence of trades with each such fund the Trust and other than communications are conducted in the Trust's own name and on its usual and customary custody fees and transaction charges, own stationery. (3w) it will provide such account opening information to each such fund and/or transfer agent as and when requested by such fund and/or transfer agent, and (4) BBH&Co. The Trust is not responsible for (a) providing information published by the relevant distributor of each such fund including, but not limited to, the prospectus for each such Investment operated in a fund or for resolving execution queries or complaints relative manner intended to reduce the risk that it would be substantively consolidated in the bankruptcy estate of the Sponsor, any such Investment, and (b) assessing the suitability of any such Investment executed directed by Originator and/or the Trust. 2.5 The Trust represents and warrants , such that it is not resident in or organized under the laws of any country with which transactions or dealings are prohibited under a Sanctions Regime. The Trust further warrants that it is not owned or controlled by: (i) the government of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; (ii) a person or entity resident in or organized under the laws of any country with which transactions or dealings by any person are prohibited under a Sanctions Regime; or (iii) any person or entity on the List of Specially Designated Nationals and Blocked Persons published by OFAC or any comparable Sanctions Regime lists . 2.6 The Trust represents and warrants that it will not instruct or otherwise cause Custodian to hold any assets in custody or to engage in or facilitate any transaction that would cause Custodian to violate any Sanctions Regime, including any transaction or dealing with or involving (i) any person or entity subject to any Sanctions Regime, or (ii) any assets owned or controlled by a person or entity that is subject to any Sanctions Regime, or any fund or other investment vehicle that is invested in such assets in violation of any Sanctions Regime (collectively, the “Sanctioned Property”). The Trust further represents and warrants that it will not instruct or cause Custodian to engage in any foreign exchange transaction related to any Sanctioned Property. 2.7 The Trust represents and warrants that it is not a “Plan” (which term includes (1) employee benefit plans that are subject to the United States (“US”) Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or plans, individual retirement accounts and other arrangements that are subject to Section 4975 separate existence of the US Internal Revenue Code Trust would be disregarded in the event of 1986, as amended (the “Code”), (2) plans, individual retirement accounts and other arrangements that are subject to the prohibited transaction provisions of Section 406 of ERISA a bankruptcy or Section 4975 insolvency of the CodeSponsor, and (3) entities any Originator and/or the underlying assets of which are considered to include “plan assets” of such plans, accounts and arrangements), or an entity purchasing shares on behalf of, or with the “plan assets” of, a Plan, and further undertakes to inform BBH&Co. and to keep the same updated as to the status under ERISA or Section 4975 of the Code, each as amended, of the each FundDepositor.