CUSTODIAL AGREEMENT
AGREEMENT dated as of October 9, 2007, between DEUTSCHE BANK TRUST COMPANY AMERICAS (the "Custodian")
and XXXXXXXXXXX MASTER LOAN FUND, LLC (the "Customer").
WHEREAS, the Customer may be organized with one or more series of shares, each of which shall represent
an interest in a separate portfolio of Securities and Cash (each as hereinafter defined) (all such existing and
additional series now or hereafter listed on Exhibit A, as amended from time to time, being hereafter referred to
individually as a "Portfolio" and collectively, as the "Portfolios"); and
WHEREAS, the Customer desires to appoint the Custodian as custodian on behalf of the Portfolios under
the terms and conditions set forth in this Agreement, and the Custodian has agreed to so act as custodian.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties
hereto agree as follows:
1. Employment of Custodian. The Customer hereby employs the Custodian as custodian of all assets of each
Portfolio which are delivered to and accepted by the Custodian or any Subcustodian (as that term is defined in
Section 4) (the "Property") pursuant to the terms and conditions set forth herein. For purposes of this
Agreement, "delivery" of Property shall include the acquisition by the Portfolio of a security entitlement (as
that term is defined in the New York Uniform Commercial Code ("UCC")) with respect thereto. Without limitation,
such Property shall include stocks and other equity interests of every type, evidences of indebtedness, other
instruments representing same or rights or obligations to receive, purchase, deliver or sell same and other
non-cash investment property of a Portfolio ("Securities") and cash from any source and in any currency ("Cash"),
provided that the Custodian shall have the right, in its sole discretion, to refuse to accept as Property any
property of a Portfolio that the Custodian considers not to be appropriate or in proper form for deposit for any
reason, provided that the Custodian shall accept as Property the securities that are eligible under the Loan
Servicing Agreement between the Custodian and Xxxxxxxxxxx Senior Floating Rate Fund, dated May 13, 2002 (the
"Loan Servicing Agreement"), a copy of which is attached hereto and by this reference is incorporated herein. The
Custodian shall not be responsible for any property of a Portfolio held or received by the Customer or others and
not delivered to the Custodian or any Subcustodian.
2. Maintenance of Securities and Cash at Custodian and Subcustodian Locations. Pursuant to Instructions,
the Customer shall direct the Custodian to (a) settle Securities transactions and maintain cash in the country or
other jurisdiction in which the principal trading market for such Securities is located, where such Securities
are to be presented for payment or where such Securities are acquired and (b) maintain cash and cash equivalents
in such countries in amounts reasonably necessary to effect the Customer's transactions in such Securities.
Instructions to settle Securities transactions in any country shall be deemed to authorize the holding of such
Securities and Cash in that country.
3. Custody Account. The Custodian agrees to establish and maintain one or more custody accounts on its
books each in the name of a Portfolio (each, an "Account") for any and all Property from time to time delivered
to and accepted by the Custodian or any Subcustodian for the account of such Portfolio. No later than
concurrently with the delivery by the Customer to the Custodian of any acceptable Property belonging to a
Portfolio, the Customer shall, by Instructions (as hereinafter defined in Section 18) and an amended Exhibit A,
specifically indicate to which Portfolio such Property belongs or if such Property belongs to more than one
Portfolio shall allocate such Property to the appropriate Portfolio, and the Custodian shall allocate such
Property to the Accounts in accordance with the Instructions. The Customer on behalf of each Portfolio,
acknowledges its responsibility as a principal for all of its obligations to the Custodian arising under or in
connection with this Agreement, warrants its authority to deposit in the appropriate Account any Property
delivered therefor to the Custodian or a Subcustodian and to give, and authorize others to give, instructions
relative thereto. The Custodian may deliver securities of the same quantity, issuer and class in place of those
deposited in or credited to the Account. Any updated Exhibit A for a Portfolio shall supercede all prior
Exhibits A for such Portfolio.
The Custodian shall hold, keep safe and protect as custodian for each Account, on behalf of the
Customer, all Property in such Account and, to the extent such Property constitutes financial assets for purposes
of the UCC, shall maintain those financial assets in such Account as security entitlements in favor of the
Portfolio in whose name the Account is maintained. All transactions, including, but not limited to, foreign
exchange transactions, involving the Property shall be executed or settled solely in accordance with Instructions
(which shall specifically reference the Account for which such transaction is being settled), except that until
the Custodian receives Instructions to the contrary, the Custodian will directly or through a Subcustodian:
(a) collect all interest and dividends and all other income and payments, whether paid in cash or in kind,
on the Property, as the same become payable and credit the same to the appropriate
Account;
(b) present for payment all Securities credited to an Account which are called, redeemed or retired or
otherwise become payable and all coupons and other income items which call for payment
upon presentation to the extent that the Custodian or Subcustodian is actually aware
or should in the normal course of business be aware of such opportunities and credit
the cash delivered to such Account pursuant to this Agreement;
(c) (i) exchange Securities where the exchange is purely ministerial (including, without limitation, the
exchange of temporary securities for those in definitive form and the exchange of
warrants, or other documents of entitlement to securities, for the Securities
themselves) and (ii) when notification of a tender, exchange offer or substantially
similar corporate action (other than ministerial exchanges described in (i) above) is
received for an Account, promptly transmit such corporate action to Customer via
e-mail or other delivery mechanism as agreed upon in order receive Instructions from
the Customer, provided that if such Instructions are not received in time for the
Custodian to take timely action, no action shall be taken with respect thereto;
(d) whenever notification of a rights entitlement or a fractional interest resulting from a rights issue,
stock dividend or stock split is received for an Account and such rights entitlement
or fractional interest bears an expiration date, if after endeavoring to obtain
Instructions such Instructions are not received in time for the Custodian to take
timely action or if actual notice of such actions was received too late to seek
Instructions, will sell (which sale the Customer hereby authorizes the Custodian to
make) such rights entitlement or fractional interest and credit the Account with the
net proceeds of such sale, if such rights entitlement or fractional interest is
marketable in accordance with local market practice, rules, regulations or the terms
of the offer, including but not limited to tendering such right entitlement or
fractional interest to the offeror;
(e) execute in the Customer's name for an Account, whenever the Custodian deems it appropriate, such
ownership and other certificates as may be required for the Custodian to fully perform
under this Agreement including to obtain the payment of income from the Property in
such Account;
(f) pay for each Account, any and all taxes and levies in the nature of taxes imposed on interest, dividends
or other similar income on the Property in such Account by any governmental
authority. In the event there is insufficient Cash available in such Account to pay
such taxes and levies, the Custodian shall notify the Customer of the amount of the
shortfall and the Customer, at its option, may deposit additional Cash in such Account
or take steps to have sufficient Cash available it being understood that the Custodian
shall have no obligation to advance payments out of its own funds and that payments
shall be made solely from amounts immediately available in the applicable Account or
from Cash received from the Customer. The Customer agrees, when and if requested by
the Custodian and required in connection with the payment of any such taxes to
cooperate with the Custodian in furnishing information, executing documents or
otherwise; and
(g) appoint brokers and agents, for which the Custodian shall be responsible, for any of the ministerial
transactions involving the Securities described in (a) - (f), including, without
limitation, affiliates of the Custodian or any Subcustodian.
4. Subcustodians and Securities Systems. The Customer authorizes and instructs the Custodian, subject to
the provisions of this Section 4, to settle, clear and maintain the Property in each Account directly in one of
its U.S. branches or indirectly through custody accounts which have been established by the Custodian with the
following other financial intermediaries: (a) another U.S. bank or trust company or branch thereof located in the
U.S. which is itself qualified under the Investment Company Act of 1940, as amended ("1940 Act"), to act as
custodian (which may or may not be an affiliate of the Custodian) (individually, a "U.S. Subcustodian"), or the
Federal Reserve Book-Entry System or a U.S. securities depository or clearing agency or system in which the
Custodian or a U.S. Subcustodian participates that is eligible to be utilized under Rule 17f-4 under the 1940 Act
(individually, a "U.S. Securities System") or (b) (i) an "eligible foreign custodian" (as defined by Rule 17f-5
under the 1940 Act ("Rule 17f-5")) , including a non-U.S. branch of a U.S. bank or (ii) any other person with
which Property may be placed and maintained outside of the United States under the 1940 Act pursuant to an order
granted by the U.S. Securities and Exchange Commission ("SEC") exempting such agent or the subcustody
arrangements thereto from all or part of the provisions of Rule 17f-5 (an entity described in (i) or (ii) of this
subsection (b) may individually be referred to as a "non-U.S. Subcustodian"; and U.S. Subcustodians and non-U.S.
Subcustodians, collectively, "Subcustodians"), or (c) a non-U.S. securities depository or clearing agency or
system in which the Custodian or any non-U.S. Subcustodian participates and which is an Eligible Securities
Depository as defined by Rule 17f-7 under the 1940 Act ("Rule 17f-7") or is any other non-U.S. Securities System
with which the SEC by exemptive order has permitted investment companies to maintain their foreign assets
(individually, a "non-U.S. Securities System"; U.S. Securities System and non-U.S. Securities System,
collectively, "Securities System").
Subject to the provisions of this Agreement and requirements of applicable law, including Rule 17f-5,
the Customer hereby designates the Custodian as its foreign custody manager within the meaning of Rule
17f-5(a)(3) or any successor thereto which is itself qualified to act under the 1940 Act ("Foreign Custody
Manager") with respect to all Property for which the primary market is outside of the United States and such cash
and cash equivalents, including foreign currency, that are reasonably necessary to effect the Customer's
transactions in such Property (collectively, "Foreign Assets"). The authority granted by such designation shall
include the authority to withdraw Foreign Assets from a non-U.S. Subcustodian in any jurisdiction in which this
Agreement applies and place and maintain the Foreign Assets so withdrawn in the care of another non-U.S.
Subcustodian in the same jurisdiction, if arrangements which would satisfy the requirements of the 1940 Act are
available and to enter into appropriate written contracts governing the Customer's foreign custody arrangements
with such successor non-U.S. Subcustodian. If no other non-U.S. Subcustodian is available in that jurisdiction,
the Custodian will inform the Customer of that fact and await Instructions from the Customer or its authorized
representatives. Notwithstanding any such designation, any Instruction to invest in Property to be held in any
jurisdiction outside of the United States shall be deemed to be an approval by the Customer to hold such Property
in the non-U.S. Securities System utilized in the same jurisdiction, and for which a risk analysis has been
furnished to the Customer as provided below, provided that the foregoing shall not relieve the Custodian from its
duty to continue to monitor the custody risks thereof. The Custodian shall promptly notify Customer of any
material change in the Customer's foreign custody arrangements.
5. Guidelines and Procedures for the Exercise of Delegated Authority as Foreign Custody Manager.
(a) In exercising its delegated authority under this Agreement, the Custodian may assume, for all purposes,
that the Customer has considered and, pursuant to its fiduciary duties to its shareholders, determined to accept
"Country Risk" as is incurred by placing and maintaining Foreign Assets in the jurisdictions to which this
Agreement applies, provided that the Custodian has fully complied with its duties and obligations under Rule
17f-5 and 17f-7 and has previously delivered the risk analysis to Customer. The Custodian will accept
Instructions to settle transactions and such Instructions will be deemed authorizations unless otherwise
instructed, to hold or maintain such Foreign Assets in the jurisdictions set forth in such Instructions. In
exercising its delegated authority under this Agreement, the Custodian may also assume that the Customer has, and
will continue to monitor such Country Risk to the extent that the Customer deems necessary or appropriate.
Nothing in this Agreement shall require the Custodian to make any selection or to engage in any monitoring on
behalf of the Customer, except as specifically provided herein, that would entail the consideration of Country
Risk, provided, however, that the Custodian shall promptly notify the Customer of any information that the
Custodian may receive that demonstrates a new Country Risk may have developed that would materially affect the
Customer's continued investment in a country. For purposes of this Section 5(a) and Section 19, "Country Risk"
means all factors reasonably related to the prevailing or systemic risk of holding or maintaining Foreign Assets
in a particular country, including, without limitation, such country's financial infrastructure; prevailing
custody and settlement practices; laws and regulations applicable to the safekeeping and recovery of Foreign
Assets held in custody or other laws and regulations related to the banking or securities industry; currency
controls or restrictions; prevalence of crime and corruption; securities depository acts or omissions; and
bankruptcy or insolvency of banking agents, counterparties to transactions, transfer agents or registrars.
(b) The Custodian agrees that, in connection with the placement of Foreign Assets pursuant to the provisions
of this Agreement, the Custodian shall exercise reasonable care, prudence, and diligence such as a person having
responsibility for the safekeeping of the Customer's Foreign Assets would exercise.
(c) In exercising the authority delegated under this Agreement to place and maintain Foreign Assets with a
non-U.S. Subcustodian, the Custodian shall determine that Foreign Assets will be held or maintained by such
non-U.S. Subcustodian subject to reasonable care based on the standards applicable to custodians in the market in
which the Foreign Assets will be held or maintained after considering all factors relevant to the safekeeping of
such Foreign Assets, including, without limitation, those set forth in Rule 17f-5(c)(1) of the 1940 Act.
(d) The Custodian agrees to provide written reports notifying the Board of the placement of Foreign Assets
with a particular non-U.S. Subcustodian and of any material change in the Customer's foreign custody
arrangements. Such reports shall be provided to the Board as provided herein or at such times as the Customer
and the Custodian may agree in writing. Upon request of the Customer, the Custodian shall deliver annually to
the Customer information concerning its foreign custodial system, including: (a) the identity of each non-U.S.
Subcustodian and non-U.S. Securities System then acting on behalf of the Custodian and the name and address of
the governmental agency or other regulatory authority that supervises or regulates such non-U.S. Subcustodian and
non-U.S. Securities System and (b) the countries in which each non-U.S. Subcustodian or non-U.S. Securities
System is located. Said annual report shall also provide such information as may be necessary for the Board to
determine that it is still reasonable to rely on the Custodian as its Foreign Custody Manager and such other
matters as may be required by the Customer's Foreign Custodian Monitoring Procedures.
6. Use of Subcustodian. With respect to Property in an Account which is maintained by the Custodian
through a Subcustodian employed pursuant to Section 4:
(a) The Custodian will identify on its books as belonging to the Customer on behalf of a Portfolio, any
Property maintained through such Subcustodian.
(b) Any Property in the Account held by or credited to a Subcustodian will be subject only to the
instructions of the Custodian or its agents.
(c) Property deposited with or credited to a Subcustodian will be maintained in an account holding only
assets for customers of the Custodian.
(d) In connection with the placement of Customer's Property with a Subcustodian, the Custodian shall
exercise reasonable care, prudence, and diligence such as a person having
responsibility for the safekeeping of the Custodian's Property would exercise.
(e) In exercising the authority delegated under this Agreement as Foreign Custody Manager to enter into
written contracts governing the Customer's foreign custody arrangements with a
non-U.S. Subcustodian, the Custodian shall determine that such contracts provide
reasonable care for Foreign Assets based on the standards applicable to non-U.S.
Subcustodians in the relevant market. Any agreement the Custodian shall enter into
with a non-U.S. Subcustodian with respect to maintaining Property shall require that
(i) the Account will be adequately indemnified or its losses adequately insured (or
any combination) against the risk of loss of Foreign Assets; (ii) the Foreign Assets
so maintained are not subject to any right, charge, security interest, lien or claim
of any kind in favor of such Subcustodian or its creditors, except a claim for payment
for their safe custody or administration or, in the case of cash deposits, liens or
rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency,
or similar laws; (iii) beneficial ownership of such Foreign Assets be freely
transferable without the payment of money or consideration other than for safe custody
or administration, (iv) adequate records will be maintained identifying the Foreign
Assets maintained pursuant to such Agreement as belonging to the Custodian, for the
benefit of its customers; (v) the independent public accountants of or designated by
the Customer be given access to the records of such Subcustodian described in (iv)
above or confirmation of the contents of those records; and (vi) the Customer will
receive quarterly reports with respect to the safekeeping of the Foreign Assets,
including, but not limited to, notification of any transfer to or from the Customer's
account or a third party account containing assets held for the benefit of the
Customer; and any changes in contractual arrangements with a non-U.S. Subcustodian and
in custody risks, provided that, the contract may contain, in lieu of any or all of
the provisions specified in this Section 6(d), other provisions that the Custodian
determines will provide, in their entirety, the same or a greater level of care and
protection for the Foreign Assets as the specified provisions, in their entirety.
7. Monitoring of Non-U.S. Subcustodians and Contracts. In each case in which the Custodian has exercised
the authority delegated under this Agreement to place Foreign Assets with a non-U.S. Subcustodian, the Custodian
shall have previously established a system reasonably designed to monitor the appropriateness of maintaining the
Customer's Foreign Assets with such non-U.S. Subcustodian and compliance by such non-U.S. Subcustodian with its
contract with the Custodian, and the Custodian shall monitor the arrangements with a non-U.S. Subcustodian.
8. Jurisdictions of Non-U.S. Subcustodians. The authority delegated by this Agreement, subject to the
provisions of the last paragraph of this Section 8, applies with respect to Property held in the jurisdictions
covered by the Custodian's subcustodial network and approved by the Customer or its authorized representative. A
listing of the Custodian's subcustodial network is attached hereto as Exhibit D. Jurisdictions in the
Custodian's network may be added and the subcustodial network may be modified from time to time by notice ("flash
notice") from the Custodian to the Customer. Flash notices may be sent by the Custodian to the Customer by any
agreed upon means to the Customer's address set forth below or otherwise furnished by the Customer to the
Custodian. The Custodian's responsibility and authority with respect to jurisdictions so added shall commence,
subject to the provisions of the last paragraph of this Section 8, on the date of, or set forth in, the flash
notice or such other date as the Foreign Assets are in the actual possession of such non-U.S. Subcustodian.
Each of the Customer and the Custodian may withdraw its delegation or its acceptance of such delegation
with respect to any jurisdiction upon written notice to the Custodian or the Customer, as the case may be. Such
withdrawal shall be effective thirty (30) days after receipt of such notice by the party to which notice has been
sent and thereafter the Custodian shall have no further responsibility or authority under this Agreement with
respect to the jurisdiction or jurisdictions as to which authority or acceptance of delegation is so withdrawn.
The Customer hereby acknowledges that the Customer is responsible for assisting the Custodian if no alternative
sub-custodian is available.
9. Use of U.S. Securities System. With respect to Property in the Account(s) which is maintained by the
Custodian or any Subcustodian through a U.S. Securities System employed pursuant to Section 4:
(a) The Custodian shall, and the Subcustodian will be required by its agreement with the Custodian to,
identify on its books such Property as being maintained for the account of the Custodian or by the Subcustodian
for the account of customers of the Custodian or Subcustodian.
(b) Any Property maintained through a Securities System for the account of the Custodian or a Subcustodian
will be subject only to the instructions of the Custodian or such Subcustodian, as the case may be.
(c) Property deposited with a Securities System will be maintained in an account holding only assets for
customers of the Custodian or Subcustodian, as the case may be, unless precluded by applicable law, rule or
regulation or local market practice provides otherwise.
(d) The Custodian shall provide the Customer with any report obtained by the Custodian on the Securities
System's accounting system, internal accounting control and procedures for safeguarding securities deposited in
the Securities System.
(e) In connection with the placement of Customer's Property with a U.S. Securities System, the Custodian
shall exercise reasonable care, prudence, and diligence such as a person having responsibility for the
safekeeping of the Custodian's Property would exercise. Custodian shall require, to the extent that it has the
ability to require, any U.S. Securities System with which it places Customer's Property to exercise due care in
accordance with reasonable commercial standards in discharging its duty.
10. Use of Non-U.S. Securities System.
(a) Prior to depositing and maintaining any of the Customer's Foreign Assets in a non-U.S. Securities
System, the Custodian shall, for evaluation by the Customer or its adviser, provide an analysis of the custody
risks associated with maintaining the Customer's Foreign Assets with a non-U.S. Securities System utilized
directly or indirectly by the Custodian as of the date hereof (or, in the case of a non-U.S. Securities System
not so utilized as of the date hereof, prior to the initial placement of the Customer's Foreign Assets at such
non-U.S. Securities System) and at which any Foreign Assets of the Customer are held or are expected to be
maintained. The Custodian shall monitor the custody risks associated with maintaining the Customer's Foreign
Assets at each such non-U.S. Securities System on a continuing basis and shall promptly notify the Customer of
any material adverse changes in such risks.
(b) Based on the information available to it in the exercise of diligence and using customarily available
industry sources, the Custodian shall determine the eligibility under Rule 17f-7 or applicable SEC exemptive
order of each non-U.S. securities depository or clearing agency before placing and maintaining the Customer's
Foreign Assets therewith and shall promptly advise the Customer if it becomes aware that any non-U.S. Securities
System then being utilized ceases to be so eligible. A list of non-U.S. Securities Systems used by the Custodian
directly or indirectly as of the date hereof is attached hereto as Exhibit G, and will be deemed to be authorized
for use by the Customer or its advisor unless the Customer furnishes Instructions to the contrary. From time to
time, non-U.S. Securities Systems may, subject to Rule 17f-7(a)(11)(A), be added to the list by flash notice or
other agreed upon means of communication.
(c) In exercising the authority delegated under this Agreement and in fulfilling its responsibilities under
this Section 10, the Custodian will exercise reasonable care and diligence in performing its duties but subject
to the provisions of this Agreement, including, without limitation, the limitations on the Custodian's
responsibility for identifying and monitoring Country Risk as provided in Section 5(a) above.
11. Agents. The Custodian may at any time or times in its sole discretion appoint (or remove) any other
U.S. bank or trust company which is itself qualified under the 1940 Act to act as custodian, as its agent to
carry out such of the provisions of this Agreement as the Custodian may from time to time direct; provided,
however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities
hereunder; and provided further, that this Section 11 shall not apply to the appointment, selection or use of any
Subcustodian or Securities System.
12. Records, Ownership of Property, Statements, Opinions of Independent Certified Public Accountants and
Electronic Access.
(a) The ownership of the Property whether Securities, Cash and/or other property, and whether maintained
directly by the Custodian or indirectly through a Subcustodian or a Securities System as authorized herein, shall
be clearly recorded on the Custodian's books as belonging to the appropriate Account and not for the Custodian's
own interest. The Custodian shall keep accurate and detailed accounts of all investments, receipts,
disbursements and other transactions for each Account. All accounts, books and records of the Custodian relating
thereto shall be open to inspection and audit at all reasonable times during normal business hours by any person
designated by the Customer. All such accounts shall be maintained and preserved in the form reasonably requested
by the Customer. The Custodian will supply to the Customer from time to time, as mutually agreed upon, a
statement describing in detail any Property in an Account maintained by the Custodian or by a Subcustodian,
including but not limited to, the Property consisting of Foreign Assets held by a non-U.S. Subcustodian and
non-U.S. Securities System, including notification of the transfer to or from the Customer's account containing
Foreign Assets held for the benefit of the Customer. In the absence of the filing in writing with the Custodian
by the Customer of exceptions or objections to any such statement within sixty (60) days of the mailing thereof,
the Customer shall be deemed to have approved such statement and in such case or upon written approval of the
Customer of any such statement, such statement shall be presumed to be for all purposes correct with respect to
all information set forth therein.
(b) The Custodian shall take all reasonable action as the Customer may request to obtain from year to year
favorable opinions from the Customer's independent certified public accountants with respect to the Custodian's
activities hereunder in connection with the preparation of the Customer's Form N-lA and the Customer's Form N-SAR
or other periodic reports to the SEC and with respect to any other requirements of the SEC.
(c) At the request of the Customer, the Custodian shall deliver to the Customer a written report prepared by
the Custodian's independent certified public accountants with respect to the services provided by the Custodian
under this Agreement, including, without limitation, the Custodian's accounting system, internal accounting
control and procedures for safeguarding Cash and Securities, including Cash and Securities deposited and/or
maintained in a securities system or with a Subcustodian. Such report shall be of sufficient scope and in
sufficient detail as may reasonably be required by the Customer and as may reasonably be obtained by the
Custodian. The Custodian shall cause any subcustodian to deliver to the Custodian similar reports with respect
to any Property held by such Subcustodians and the Custodian shall promptly forward such reports to the Customer.
(d) The Customer or any agent authorized in accordance with the terms hereof may elect to access, subject to
such procedures relating to the security of such access as the Custodian may require and the provisions of
Section 19, through an electronic or other similar communications system for the purpose of providing the
Customer or such agent, on a daily basis, the ability to view on-line or to print a hard copy of various reports
of Account activity and of Property being held in or credited to the Account by the Custodian or any
Subcustodian. With respect to daily or intraday Account information accessed through an electronic or other
similar communication system as provided herein, Customer understands and agrees that all such information is
indicative and provisional only, is unaudited and subject to subsequent postings and adjustments and that the
Custodian shall have no responsibility for any actions which Customer may take in reliance on such daily (unless
the entry has become final) or intraday information. Notwithstanding the ability to access daily information,
Account statements will continue to be provided to Customer pursuant to the provisions hereof and Customer agrees
that only such statements are intended to be the definitive records relating to the Account. To the extent that
such reports include market values of Securities in the Account, the Customer hereby acknowledges that the
Custodian now obtains and may in the future obtain information on such values from outside sources that the
Custodian considers to be reliable and the Customer agrees that the Custodian (i) does not verify nor represent
or warrant either the reliability of such service nor the accuracy or completeness of any such information
furnished or obtained by or through such service and (ii) shall be without liability in selecting and utilizing
such service or furnishing any information derived therefrom.
(e) In order to comply with laws, rules, regulations and executive orders in effect from time to time
applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering ("Applicable Law"), the Custodian is required to obtain, verify and record certain information
relating to individuals and entities which maintain a business relationship with the Custodian. Accordingly, the
Customer agrees to provide to the Custodian upon its request from time to time such identifying information and
documentation as may be available for the Customer in order to enable the Custodian to comply with Applicable Law.
13. Holding of Securities, Nominees, etc. Securities in an Account which are maintained by the Custodian or
any Subcustodian may be held directly by such entity in the name of the Customer or in bearer form or maintained,
on behalf of a Portfolio, in the Custodian's or Subcustodian's name or in the name of the Custodian's or
Subcustodian's nominee. Securities that are maintained through a Subcustodian may be maintained with the
Subcustodian or non-U.S. Securities System, and Securities which are eligible for deposit in a U.S. Securities
System as provided above shall be maintained with the U.S. Securities System in an account for the Custodian's or
Subcustodian's customers, unless prohibited by law, rule, regulation or local market practice provides
otherwise. The Custodian or Subcustodian, as the case may be, may combine certificates representing Securities
held in an Account with certificates of the same issue held by it as fiduciary or as a custodian. In the event
that any Securities in the name of the Custodian or its nominee or held by a Subcustodian and registered in the
name of such Subcustodian or its nominee for the account of Customer and/or other beneficial owners, whether in
physical or book entry form, are called for partial redemption by the issuer of such Security, the Custodian or
the Subcustodian may, subject to local market practice and the rules or regulations pertaining to allocation of
any Securities System in which such Securities may have been deposited, allot, or cause to be allotted, the
called portion of the respective beneficial holders of such class of security in any manner the Custodian or
Subcustodian deems to be fair and equitable with prior notice to Customer. Securities maintained with a
Securities System shall be maintained subject to the rules of that Securities System governing the rights and
obligations among the Securities System and its participants.
Notwithstanding anything herein to the contrary, the Custodian agrees that it will at all times be bound
by the Instructions and "entitlement orders" (as defined in Section 8-102(a)(8) of the UCC) from the Customer and
shall not permit, honor or act upon any prior, equal or contemporaneous claim to or instructions or orders of any
kind with respect to the Property by or from any other person, entity, association, etc., and shall keep all
Property deposited and maintained with the Custodian at all times free from all security interests, charges,
claims, mortgages, pledges or other liens, restrictions or encumbrances other than those arising in connection
with the settlement of transactions pursuant to this Agreement and other charges and payments to Custodian as
permitted by this Agreement.
14. Proxies, etc. With respect to any proxies, notices, reports or other communications relative to any of
the Securities credited to the Account, the Custodian shall perform such services and only such services relative
thereto as are a) set forth in Section 3 of this Agreement or (ii) as may otherwise be agreed upon between the
Custodian and the Customer. Neither the Custodian nor its nominees or agents shall vote upon or in respect of
any of the Securities in the Account, execute any form of proxy to vote thereon, or give any consent or take any
action (except as provided in Section 3) with respect thereto except upon the receipt of Instructions relative
thereto.
15. Segregated Account. To assist the Customer in complying with the requirements of the 1940 Act and the
rules and regulations thereunder, the Custodian shall for certificated securities, and upon receipt of
Instructions for non-certificated securities, establish and maintain a segregated account or accounts on its
books for and on behalf of a Portfolio.
16. Settlement Procedures. Securities will be transferred, exchanged or delivered by the Custodian or a
Subcustodian upon receipt by the Custodian of Instructions which include all information required by the
Custodian. Settlement and payment for Securities received for an Account and delivery of Securities out of such
Account shall be concurrent unless Customer provides Instructions to the contrary to the effect that delivery
against payment is not in accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the transaction occurs, including,
without limitation, delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such
purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from
such purchaser or dealer. Neither the Custodian nor the Subcustodian shall be liable for any loss which results
from effecting transactions in accordance with the customary or established securities trading or securities
processing practices and procedures in the applicable jurisdiction or market.
Notwithstanding that the Custodian may, subject to the provisions of Section 17, settle purchases and
sales against, or credit income to, an Account, on a contractual basis, as outlined in the applicable "Service
Standards" as defined below and provided to and agreed to in advance by the Customer and the Custodian, the
Custodian may, at its sole discretion, reverse such credits or debits to the appropriate Account in the event
that the transaction does not settle, or the income is not received in a timely manner, and the Customer agrees
to hold the Custodian harmless from any losses which may result therefrom.
The applicable "Service Standards" shall be defined as any document or documents issued by the Custodian
from time to time and accepted by the Customer specifying the Custodian's policies, procedures and practices in
connection with transactions for, and the maintenance of, Property, including Foreign Assets, in the Account, for
communicating with the Customer, the terms of any additional services to be provided to the Customer, and such
other matters as may be agreed between the Customer and the Custodian from time to time.
17. Permitted Transactions. The Customer agrees that it will cause transactions to be made pursuant to this
Agreement only upon Instructions in accordance with Section 18 in connection with, but not limited to, the
purposes listed below.
(a) In connection with the purchase or sale of Securities at prices as confirmed by Instructions.
(b) When Securities are called, redeemed or retired, or otherwise become payable under this Agreement.
(c) In exchange for or upon conversion into other securities alone or other securities and cash pursuant to
any plan or merger, consolidation, reorganization, recapitalization or readjustment.
(d) Upon conversion of Securities pursuant to their terms into other securities.
(e) Upon exercise of subscription, purchase or other similar rights represented by Securities.
(f) For the payment of interest, taxes, management or supervisory fees, distributions or operating expenses.
(g) In connection with any borrowings by the Customer requiring a pledge of Securities, but only against
receipt of amounts borrowed or in order to satisfy requirements for additional or substitute collateral.
(h) In connection with any loans, but only against receipt of collateral as specified in Instructions which
shall reflect any restrictions applicable to the Customer.
(i) For the purpose of redeeming shares of the capital stock of the Customer against delivery of the shares
to be redeemed to the Custodian, a Subcustodian or the Customer's transfer agent.
(j) For the purpose of redeeming in kind shares of the Customer against delivery of the shares to be
redeemed to the Custodian, a Subcustodian or the Customer's transfer agent.
(k) For delivery in accordance with the provisions of any agreement among the Customer, on behalf of a
Portfolio, the Portfolio's investment adviser and a broker-dealer registered under the Securities Exchange Act of
1934 and a member of the National Association of Securities Dealers, Inc., relating to compliance with the rules
of The Options Clearing Corporation, the Commodities Futures Trading Commission or of any registered national
securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Customer.
(l) For release of Securities to designated brokers under covered call options, provided, however, that such
Securities shall be released only upon payment to the Custodian of monies for the premium due and a receipt for
the Securities which are to be held in escrow. Upon exercise of the option, or at expiration, the Custodian will
receive the Securities previously deposited from broker. The Custodian will act strictly in accordance with
Instructions in the delivery of Securities to be held in escrow and will have no responsibility or liability for
any such Securities which are not returned promptly when due other than to make proper request for such return.
(m) For spot or forward foreign exchange transactions to facilitate security trading or receipt of income
from Securities related transactions.
(n) Upon the termination of this Agreement as set forth in Section 24.
(o) For other proper purposes.
The Customer agrees that the Custodian shall have no obligation to verify the purpose for which a
transaction is being effected.
18. Instructions. The term "Instructions" means instructions from the Customer in respect of any of the
Custodian's duties hereunder which have been received by the Custodian at its address as shall have been
furnished by the Custodian to the Customer pursuant to the provisions hereof (i) in writing (including, without
limitation, facsimile transmission and electronic mail) or given by such one or more person or persons as the
Customer shall have from time to time authorized in writing to give the particular class of Instructions in
question and whose name and (if applicable) signature and office address have been filed with the Custodian, or
(ii) which have been transmitted electronically through an electronic or other similar communications system
acceptable to the Custodian, (iii) a telephonic or oral communication (promptly confirmed by facsimile or in
writing) by one or more persons as the Customer shall have from time to time authorized to give the particular
class of Instructions in question and whose name has been filed with the Custodian or (iv) upon receipt of such
other form of instructions as the Customer may from time to time authorize in writing and which the Custodian has
agreed in writing to accept. Notwithstanding the foregoing, no Instructions may be furnished through an
electronic or other similar communication system unless expressly agreed to by the Customer and the Custodian.
Such use authorization may be subject to such security procedures as the Custodian may reasonably require.
Instructions in the form of oral communications shall be confirmed by the Customer as soon as possible in writing
in the manner set forth in clause (i) above, but the lack of such confirmation or any conflict between such
confirmation and the relevant oral Instruction shall in no way affect any action taken by the Custodian in
reliance upon such oral Instructions prior to the Custodian's receipt of such confirmation. Instructions in the
form of facsimile transmission shall not be deemed received until confirmed by the Custodian in accordance with
the provisions for the giving of notices under Section 26 hereof. The Custodian has the right to record any such
oral Instructions, and the Customer hereby consents to such recording. Instructions may relate to specific
transactions or to types or classes of transactions, and may be in the form of standing instructions.
All authorized persons as of the date of this Agreement are identified and listed in Exhibit E to this
Agreement, which list is subject to change from time to time by Customer on written notice to the Custodian.
The Custodian shall have the right to assume in the absence of notice to the contrary from the Customer
that any person whose name is on file with the Custodian pursuant to this Section has been authorized by the
Customer to give the Instructions in question and that such authorization has not been revoked. The Custodian
may act upon and conclusively rely on, without any liability to the Customer or any other person or entity for
any losses resulting therefrom, any Instructions reasonably believed by it to be furnished by the proper person
or persons as provided above.
19. Standard of Care. The Custodian shall be responsible for compliance with the terms and conditions and
the performance of only such duties as are set forth herein or contained in Instructions given to the Custodian
which are not contrary to the provisions of this Agreement. The Custodian shall have no implied duties or
obligations (fiduciary or otherwise) hereunder. The Custodian will use reasonable care with respect to the
safekeeping of Property in each Account and, except as otherwise expressly provided herein, in carrying out its
obligations under this Agreement. So long as and to the extent that it has exercised reasonable care, the
Custodian shall not be responsible for the title, validity or genuineness of any Property or other property or
evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless
in acting upon, and may conclusively rely on, without liability for any loss resulting therefrom, any notice,
request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or
furnished by the proper party or parties, and shall be indemnified by the Customer for any losses, damages, costs
and expenses (including, without limitation, the fees and expenses of counsel) incurred by the Custodian and
arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any
Instructions. Other than as provided herein, neither the Custodian nor any of its directors, officers, agents or
employees shall be liable for any action or omission to act hereunder except for its or their own negligence or
lack of good faith or willful misconduct. In no event shall the Custodian or any of its directors, officers,
agents or employees have any responsibility to ascertain or take action except as expressly provided herein.
Without limiting the generality of the foregoing, the Custodian shall not have any duty to make inquiry
as to the genuineness of any Instructions furnished by any person authorized as provided above and shall be fully
protected in relying on any Instructions furnished by any person signing as, holding or identifying himself or
herself as, or stating that he or she is, a person who has been so authorized. With respect to a Securities
System, the Custodian shall only be responsible or liable for losses arising from employment of such Securities
System caused by the Custodian's own failure to exercise reasonable care and failure to comply with the
provisions of this Agreement. With respect to the placement and maintenance of Customer's Foreign Assets with a
Subcustodian, the Custodian shall only be responsible or liable for losses caused by its failure to comply with
the provisions of this Agreement. The Custodian's performance of this Agreement is subject to the relevant local
laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any
relevant stock exchange, clearance system or market where or through which transactions are to be carried out
under this Agreement and to which the Custodian is subject and as exist in the country in which any Collateral is
held. In the event of any loss to the Customer by reason of the failure of the Custodian or a Subcustodian to
conform to the applicable standard of care set forth in this Agreement, the Custodian shall be liable to the
Customer to the extent of the Customer's actual damages at the time such loss was discovered without reference to
any special conditions or circumstances. In no event shall the Custodian be liable for any consequential or
special damages. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel
for the Customer) on all matters and shall not be held liable for any action reasonably taken or omitted pursuant
to such advice; provided such action shall be in compliance with all the terms expressly provided herein.
In the event the Customer utilizes an electronic or other similar system to communicate with Custodian
for any purpose, including, without limitation, the furnishing of Instructions, the Customer shall be fully
responsible for the security of the connecting terminal utilized by Customer, access thereto and the proper and
authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto
and agrees to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all
losses, damages, costs and expenses (including the fees and expenses of counsel) incurred by the Custodian as a
result of any improper or unauthorized use of such terminal, excluding any losses, damages, costs and expenses
resulting from Custodian's negligence, willful misconduct or fraud. Should the Customer authorize, in accordance
with the terms hereof, any agent to communicate with the Custodian and such agent utilizes any such system to so
communicate, the Customer shall be responsible for the use of such system and shall defend, indemnify and hold
harmless Custodian for such use to the same extent as if such system were being used by the Customer to
communicate with the Custodian. In the event the Customer or any agent authorized pursuant to the terms hereof,
accesses Account information via a Website, the Customer confirms that it is aware that communications over the
internet cannot be guaranteed to be secure and that there is a risk that information displayed via the internet
or contained within any communication made over the internet, including potentially confidential information, may
be intercepted, lost, destroyed or delayed in display or transmission. Customer specifically agrees that the
Custodian shall have no liability whether in contract, tort or otherwise for any direct, indirect or
consequential loss or damage which may be suffered by Customer or any agent in connection with access made to
Account information via a Website.
Provided that the Custodian is not liable for damages in the performance of its duties and obligations
hereunder, all collections of funds or other property paid or distributed in respect of Securities in an Account,
including funds involved in third party foreign exchange transactions, shall be made at the risk of the Customer.
Subject to the standard of care applicable to the Custodian, the Custodian shall have no liability for
any loss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any
payment, redemption or other transaction regarding Securities in each Account in respect of which the Custodian
has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any loss,
liability, claim or expense resulting from, or caused by, anything which is a part of Country Risk (as described
in Section 5 hereof) or acts of governmental authorities (whether de jure or de facto), including in each case,
without limitation, (i) nationalization, expropriation, and the imposition of currency restrictions; devaluations
of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or
securities industry; (ii) market conditions that prevent the orderly execution of securities transactions or
affect the value of Property or the inability of a local clearing and settlement system to settle transactions
for reasons beyond the control of the Custodian; (iii) acts of war, terrorism, insurrection or revolution;
strikes or work stoppages; or (iv) hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or
radioactivity, or other acts of God.
The Custodian shall have no liability in respect of any loss, damage or expense suffered by the
Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's duties hereunder
by reason of the Custodian's reliance upon records that were maintained for the Customer by entities other than
the Custodian prior to the Custodian's employment under this Agreement.
The Custodian may consult with counsel selected by the Custodian with regard to legal questions arising
out of or in connection with this Agreement, and the advice or opinion of such counsel selected with due care
shall be full and complete authorization and protection in respect of any action reasonably taken, omitted or
suffered by Custodian in good faith and in accordance therewith; provided such action shall be in compliance with
all the terms expressly provided herein.
No provision of this Agreement shall require the Custodian to expend or risk its own funds or otherwise
incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express
terms of this Agreement) in the performance of its duties under this Agreement if it shall have reasonable
grounds for believing that repayment of such funds is not reasonably likely.
The provisions of this Section shall survive termination of this Agreement.
20. Investment Limitations and Legal or Contractual Restrictions or Regulations. The Custodian shall not be
liable to the Customer and the Customer agrees to indemnify the Custodian and its nominees, for any loss, damage
or expense suffered or incurred by the Custodian or its nominees in following any Instruction which loss, damage
or expense arises out of any violation of any investment restriction or other restriction or limitation
applicable to the Customer or any Portfolio pursuant to any contract or any law or regulation. In the absence of
Instructions from the Customer, the Custodian shall maintain the Accounts in accordance with the Cash Management
Addendum in the form of Exhibit F. The provisions of this Section shall survive termination of this Agreement
and the earlier resignation or removal of the Custodian.
21. Fees, Expenses and Indemnity. The Customer agrees to pay to the Custodian such compensation for its
services pursuant to this Agreement as may be mutually agreed upon in writing from time to time and the
Custodian's reasonable out of pocket or incidental expenses in connection with the performance of this Agreement
including (without limitation) legal fees as described herein and/or deemed necessary in the sole judgment of the
Custodian to keep safe or protect the Property in the Account. Such fees will not be abated by, nor shall the
Custodian be required to account for, any profits or commissions received by the Custodian in connection with its
provision of custody services under this agreement. The Customer hereby agrees to hold the Custodian harmless
from any liability or loss resulting from any taxes or other governmental charges, and any expense related
thereto, which may be imposed, or assessed with respect to any Property in an Account and also agrees to hold the
Custodian, its Subcustodians, and their respective nominees harmless from any liability as a record holder of
Property in such Account. After notice to and opportunity of the Customer to promptly pay undisputed items, the
Custodian is authorized to charge the applicable Account for such undisputed items. Indemnities provided in this
Agreement for Custodian's costs and expenses shall include the fees and expenses of counsel to enforce the
provisions of this Agreement, which may be charged against the Account as set forth above. The provisions of
this Section shall survive the termination of this Agreement.
The Customer hereby agrees to indemnify the Custodian (and its officers, directors, subcustodians,
employees and agents) and defend and hold the Custodian harmless from all losses, costs, damages, fees and
expenses and liabilities for any claims, demands or actions (each referred to as a "Loss" or "Losses"), properly
incurred by the Custodian in connection with this Agreement, except in relation to any Loss resulting from the
Custodian's negligence, willful misconduct or fraud. The indemnification set forth in this clause shall survive
the termination of this Agreement or the earlier resignation or removal of the Custodian.
22. Tax Reclaims. With respect to withholding taxes deducted and which may be deducted from any income
received from any Property in the Account, the Custodian shall perform such services with respect thereto as are
described in Exhibit C attached hereto and shall in connection therewith be subject to the standard of care set
forth in such Exhibit. Such standard of care shall not be affected by any other term of this Agreement.
23. Amendment, Modifications, etc. No provision of this Agreement may be amended, modified or waived except
in a writing signed by the parties hereto. No waiver of any provision hereto shall be deemed a continuing waiver
unless it is so designated. No failure or delay on the part of either party in exercising any power or right
under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or right. The Custodian shall not be
obligated to enter into any amendment which affects its rights, duties or obligations hereunder.
24. Termination. (a) Termination of Entire Agreement. This Agreement may be terminated by the Customer or
the Custodian by ninety (90) days' written notice to the other; provided that notice by the Customer shall
specify the names of the persons to whom the Custodian shall deliver the Securities in each Account and to whom
the Cash in such Account shall be paid. If notice of termination is given by the Custodian, the Customer shall,
within ninety (90) days following the giving of such notice, deliver to the Custodian a written notice specifying
the names of the persons to whom the Custodian shall deliver the Securities in each Account and to whom the Cash
in such Account shall be paid. In either case, the Custodian will deliver such Property to the persons so
specified, after deducting therefrom any undisputed amounts which the Custodian determines to be owed to it
hereunder. In addition, the Custodian may in its discretion withhold from such delivery such Property as may be
necessary to settle transactions pending at the time of such delivery. If within ninety (90) days following the
giving of a notice of termination by the Custodian, the Custodian does not receive from the Customer a written
notice specifying the names of the persons to whom the Custodian shall deliver the Securities in each Account and
to whom the Cash in such Account shall be paid, the Custodian, at its election, may deliver such Securities and
pay such Cash to a bank or trust company doing business in the State of New York to be held and disposed of
pursuant to the provisions of this Agreement, or may continue to hold such Securities and Cash until a written
notice as aforesaid is delivered to the Custodian, provided that the Custodian's obligations shall be limited to
safekeeping. The Customer shall have the right to select the assets that remain with the Custodian to pay the
foregoing undisputed mounts. The Property may also be returned to the Fund if permitted by applicable law.
(b) Termination as to One or More Portfolios. This Agreement may be terminated by the Customer or the
Custodian as to one or more Portfolios (but less than all of the Portfolios) by delivery of an amended Exhibit A
deleting such Portfolios, in which case termination as to such deleted Portfolios shall take effect ninety (90)
days after the date of such delivery, or such earlier time as mutually agreed. The execution and delivery of an
amended Exhibit A which deletes one or more Portfolios shall constitute a termination of this Agreement only with
respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 25(a) as to the
identification of a successor custodian and the delivery of Cash and Securities of the Portfolio(s) so deleted to
such successor custodian, and shall not affect the obligations of the Custodian and the Customer hereunder with
respect to the other Portfolios set forth in Exhibit A, as amended from time to time.
(c) Termination as to Delegated Authority as Foreign Custody Manager. The authority delegated to the
Custodian to act as Foreign Custody Manager under Section 5 hereof, may be terminated by the Customer or the
Custodian as to one or more or all jurisdictions where Foreign Assets are maintained by ninety (90) days' written
notice to the other, provided that such termination shall only be a termination as to such delegated duties and
shall not affect the obligations of the Custodian and the Customer hereunder with respect to the other duties
specified herein, provided further, that if the Custodian's responsibilities as Foreign Custody Manager are being
terminated with respect to some but not all jurisdictions, the terminated jurisdiction or jurisdictions shall be
set forth in the notice of termination.
25. Notices. Except as otherwise provided in this Agreement, all requests, demands or other communications
between the parties or notices in connection herewith (a) shall be in writing, hand delivered or sent by
registered mail, telex or facsimile addressed to such address as shall have been furnished by the receiving party
pursuant to the provisions hereof and (b) shall be deemed effective when received, or, in the case of a facsimile
transmission confirmed as received by the Custodian, or in the case of a telex, when sent to the proper number
and acknowledged by a proper answerback. In addition to the forms of notices and other communications permitted
above, it is hereby agreed that any such notices and other communications may be sent by electronic mail ("e
mail") to addresses specified by the parties for such purpose. Each party hereby acknowledges and agrees that it
is strictly responsible for the maintenance of security for any terminal from which such party's electronic mails
are sent, access thereto and the proper and authorized use thereof and the initiation and application of
continuing effective safeguards with respect thereto. Each party has furnished to the other party a list of
persons who are authorized to send e mail notices and communications on behalf of such party in connection with
this Agreement. Each receiving party may treat all notices and other communications issued by or over the name
of any such authorized person as having been issued by the party whose list of authorized persons contains the
name of such person. The parties hereto further understand that e mail communications cannot be made completely
secure, and that third parties may be able to intercept or alter messages sent by e mail and that no party hereto
shall be liable for acting in reliance on any e mail notice or communication which has been altered prior to
receipt or for the non receipt of e mail notices or communications which have been intercepted. Subject to the
foregoing, each party hereto may rely on and act upon any e mail notice or communication furnished by any other
party to such party as a notice or communication under this Agreement and in doing so shall be subject to and
entitled to the benefits of all of the provisions of this Agreement, including, without limitation, any
indemnification and limitation of liability provisions contained herein.
26. Several Obligations of the Portfolios. With respect to any obligations of the Customer on behalf of
each Portfolio and each of its related Accounts arising out of this Agreement, the Custodian shall look for
payment or satisfaction of any obligation solely to the assets and property of the Portfolio and such Accounts to
which such obligation relates as though the Customer had separately contracted with the Custodian by separate
written instrument with respect to each Portfolio and its related Accounts.
27. Right of Setoff. Should the Customer fail to pay promptly any undisputed amounts owed hereunder, the
Custodian shall be entitled to use available Cash credited to the Account or applicable Account, as the case may
be, and to dispose of Securities selected by Customer that have been credited to the Account or such applicable
Account as is necessary.
28. Representations and Warranties.
(a) The Customer hereby represents and warrants to the Custodian that:
(i) the employment of the Custodian and the allocation of fees, expenses and other charges to any Account as
herein provided, is not prohibited by law or any governing documents or contracts to which it is subject;
(ii) the terms of this Agreement do not violate any obligation by which it is bound, whether arising by
contract, operation of law or otherwise;
(iii) this Agreement has been duly authorized by appropriate action and when executed and delivered will be
binding upon it and each Portfolio in accordance with its terms; and
(iv) it will deliver to the Custodian a duly executed Secretary's Certificate in the form of Exhibit E hereto
or such other evidence of such authorization as the Custodian may reasonably require, whether by way of a
certified resolution or otherwise.
(b) The Custodian hereby represents and warrants to the Customer that:
(i) the terms of this Agreement do not violate any obligation by which it is bound, whether arising by
contract, operation of law or otherwise;
(ii) this Agreement has been duly authorized by appropriate action and when executed and delivered will be
binding upon it in accordance with its terms;
(iii) it will deliver to the Customer such evidence of such authorization as the Customer may reasonably
require, whether by way of a certified resolution or otherwise; and
(iv) Custodian is qualified as a custodian under Sections 17(f) and 26(a) of the 1940 Act and warrants that
it will remain so qualified or upon ceasing to be so qualified shall promptly notify the Customer in writing.
29. Governing Law and Successors and Assigns. This Agreement shall be governed by the law of the State of
New York (without regard to its conflict of law principles) and the 1940 Act, its rules, regulations and orders,
and shall not be assignable by either party, but shall bind the successors in interest of the Customer and the
Custodian.
30. Publicity. Customer shall furnish to Custodian at its office in any manner referred to in Section 25
above, prior to any distribution thereof, copies of any material prepared for distribution to any persons who are
not parties hereto that refer in any way to the Custodian. Customer shall not distribute or permit the
distribution of such materials if Custodian reasonably objects in writing within ten (10) business days of
receipt thereof (or such other time as may be mutually agreed) after receipt thereof. The provisions of this
Section shall survive the termination of this Agreement. Notwithstanding the foregoing, Custodian consents to
the use of its name in prospectuses, SAIs, regulatory filings and other standard documents.
31. Representative Capacity and Binding Obligation. The Customer represents that: (a) a copy of the
organizational documents(s) of the Customer is on file with the appropriate legal representative of the
applicable state and other governmental entity and (b) is a Delaware limited liability company and the Custodian
agrees that no member, director or officer of the Customer may be held personally liable or responsible for any
obligations of the Customer arising out of this Agreement.
32. Submission to Jurisdiction. Any suit, action or proceeding arising out of this Agreement may be
instituted in any State or Federal court sitting in the City of Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of
America, and the Customer irrevocably submits to the non-exclusive jurisdiction of any such court in any such
suit, action or proceeding and waives, to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any
claim that such suit, action or proceeding was brought in an inconvenient forum.
33. Confidentiality. The parties hereto agree that each shall treat confidentially the terms and conditions
of this Agreement and all information provided by each party to the other regarding its business and operations.
All confidential information provided by a party hereto shall be used by any other party hereto solely for the
purpose of rendering services pursuant to this Agreement and, except as may be required in carrying out this
Agreement, shall not be disclosed to any third party without the prior consent of such providing party.
Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure
of any and all information that is or becomes publicly known, or information obtained by the Custodian from
sources other than the other parties hereto, (ii) disclosure of any and all information (A) if required to do so
by any applicable, law, rule or regulation, (B) to any government agency or regulatory body having or claiming
authority to regulate or oversee any respects of the Custodian's business or that of its affiliates, (C) pursuant
to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority,
arbitrator or arbitration to which the Custodian or any affiliate or an officer, director, employer or
shareholder thereof is a party or (D) to any affiliate, independent or internal auditor, agent, employee or
attorney of the Custodian having a need to know the same, provided that such recipient agrees to maintain the
confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the
Customer. The provisions of this Section shall survive the termination of this Agreement.
34. Severability. If any provision of this Agreement is determined to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any other provision of this Agreement.
35. Entire Agreement. This Agreement together with any Exhibits attached hereto, contains the entire
agreement between the parties relating to the subject matter hereof and supersedes any oral statements and prior
writings with respect thereto. In the event of any conflict between this Agreement and the Loan Servicing
Agreement, this Agreement shall control.
36. Headings. The headings of the paragraphs or Sections hereof are included for convenience of reference
only and do not form a part of this Agreement.
37. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original. This Agreement shall become effective when one or more counterparts have been signed and
delivered by each of the parties hereto.
Remainder of page intentionally left blank.
Signatures on following page.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized signatories to execute this
Agreement as of the date first written above.
XXXXXXXXXXX MASTER LOAN FUND LLC, as Customer
By: /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President, OppenheimerFunds, Inc. as Adviser
to Customer
By:
Name:
Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Director
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Authorized Signatory
