Common use of Appointment of Agents Clause in Contracts

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionthe event that the Trust Property is such that it requires the Custodian to appoint one or more Sub-Custodians, including, without limitation, in the event that any Securities held by the Custodian as Trust Property receive a dividend distribution of other Securities that are required to be held by a Sub-Custodian, then the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians that are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund such Trust Property and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund such Trust Property shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the The Custodian wishes to appoint other Sub-Custodians to hold property of the Fundany Trust Property, it will so notify the Corporation Trust or the Trust Administrator and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed actioneligibility. (c) The Agreement between In performing its delegated responsibilities as foreign custody manager to place or maintain any Trust Property with a Sub-Custodian, the Custodian and each will determine that such Trust Property will be subject to reasonable care, based on the standards applicable to custodians in the country in which such Trust Property will be held by that Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)Custodian, after considering all factors relevant to safekeeping of such assets. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trust and the Trust Administrator of the withdrawal or placement of the Securities and cash of the Fund any Trust Property with a particular Sub-Custodian and of any material changes in the FundTrust and the Trust Administrator’s arrangementsarrangements with respect thereto. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund such Trust Property from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 under the 1940 Actany applicable requirements. (e) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Corporation Trust and the Trust Administrator that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fundany Trust Property. The Custodian further warrants that the Fund's assets Trust Property will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assetsthe Trust Property; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Trust and the Trust Administrator will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's assets Trust Property with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the FundTrust and the Trust Administrator’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Trust or the Trust Administrator or their investment adviser of any material change in these risks. (g) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Trust and the Trust Administrator shall be entitled and shall credit such income, as collected, to the Trust and the Trust Administrator. In the event that extraordinary measures are required to collect such income, the Trust, Trust Administrator and Custodian shall consult as to the measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Directors/Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify KCM and the Corporation Funds and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation KCM shall at the meeting of the Board of Directors Directors/Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Directors/Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation KCM and Funds that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians that are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Trust, on behalf of a Fund, and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians Sub‑Custodians to hold property of the Trust, on behalf of a Fund, it will so notify the Corporation Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain a Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarterquarter after the date of this Agreement, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the Fund Trust, on behalf of a Fund, with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable, and shall notify the Board of Trustees as promptly as practicable under the circumstances of such action. (ef) With respect to its responsibilities under this Agreement, including without limitation, Section 3.33.03, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a professional person having responsibility for the safekeeping of property of the each Fund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; (iv) ensuring Fund assets held by a Sub-Custodian shall not be sold, rehypothecated, pledged, assigned, invested or otherwise disposed by the Sub-Custodian and beneficial ownership of the Securities held by such Sub-Custodian shall be freely transferable without payment of money or value other than for safe custody and administration; and (ivv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the a Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the a Fund’s arrangements with such Sub‑Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Trust, on behalf of a Fund, or an Adviser of any material change in these risks. (h) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which a Fund shall be entitled and shall credit such income, as collected, to the Fund. In the event that extraordinary measures are required to collect such income, the Trust, on behalf of a Fund, and the Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(a)(1) (iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the a Fund shall be at the Custodian's expense and shall not relieve provided that, if the Custodian utilizes the services of a Sub-Custodian, the Custodian shall remain fully liable and responsible for any losses caused to the Trust and any Fund by the Sub-Custodian as if the Custodian was directly responsible for any such losses under the terms of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the any Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of each of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s with respect to such arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the any Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the Fund's Funds' assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and the contract governing the such Fund’s 's arrangements with such Sub-Custodian. The Trust may instruct the Custodian to cease employment of any one or more Sub-Custodians for maintaining the Funds' assets.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.the

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general genera reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, but subject to prior approval by the Board, the Custodian may appoint one or more Sub-Custodians registered and domiciled in the United States to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been taken by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Funds and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Funds shall give a their written approval or disapproval of the proposed action. (c) The Each Agreement between the Custodian and each a Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Funds that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the Fund's Funds’ assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund the Funds’ assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and the contract governing the Fund’s Funds’ arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly shall, as soon as reasonably practicable, take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of the assets and property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionEach Class A Revolving Lender hereby authorizes Deutsche Bank AG, the Custodian may appoint one or more Sub-Custodians New York Branch to act as Securities Depositories or Administrative Agent to the Class A Revolving Lenders hereunder and under the other Credit Documents and each Class A Revolving Lender hereby authorizes Deutsche Bank AG, New York Branch, in such capacity, to act as sub-custodians its agent in accordance with the terms hereof and the other Credit Documents. Each Lender hereby authorizes Deutsche Bank AG, New York Branch, to hold Securities act as the Collateral Agent on its behalf under the Credit Documents. DBSI is hereby appointed Syndication Agent and cash of Documentation Agent hereunder. Each Agent hereby agrees to act upon the Fund express conditions contained herein and to carry out such the other Credit Documents, as applicable. The provisions of this Agreement Section 8 are solely for the benefit of Agents and Lenders and neither Company nor Holdings shall have any rights as it may determine, provided, however, that the appointment a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions thereof. In performing its functions and duties hereunder, each Agent (other than Administrative Agent) shall be at the Custodian's expense act solely as an agent of Lenders and does not assume and shall not relieve the Custodian be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its obligations Subsidiaries. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of the Class A Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or liabilities under this Agreement. relationship of agency or trust with or for any Class B Revolving Lender, Holdings or any of its Subsidiaries. Each Class B Revolving Lender hereby authorizes Deutsche Bank AG, New York Branch to act as an agent on behalf of the Class B Revolving Lenders in accordance with the terms hereof and the other Credit Documents (b) Ifthe “Class B Agent”). Upon any such appointment of a Class B Agent, after any delivery, notice or similar requirement to be sent to or received from the initial approval Class B Revolving Lenders hereunder or in any other Credit Document shall instead be sent to or received from the Class B Agent, on behalf of Sub-Custodians by the Board of Directors in connection with this AgreementClass B Revolving Lenders. In performing its functions and duties hereunder, the Custodian wishes to appoint other Sub-Custodians to hold property Class B Agent shall act solely as an agent of the FundClass B Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class A Managing Agent, it will so notify the Corporation Class A Revolving Lender, Holdings or any of its Subsidiaries. Each of Syndication Agent and provide it with information reasonably necessary Documentation Agent, without consent of or notice to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Actparty hereto, including a copy may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the proposed agreement with such Sub-Custodian. The Corporation Original Closing Date, DBSI, in its capacity as Syndication Agent or in its capacity as Documentation Agent, shall at the meeting not have any obligations but shall be entitled to all benefits of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States8. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Company shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFund would be expected to exercise. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Portfolio and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Portfolio shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundPortfolio, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Portfolio with a particular Sub-Custodian and of any material changes in the Fund’s Portfolio's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Portfolio from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundPortfolio. The Custodian further warrants that the Funda Portfolio's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund Portfolio assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Portfolio will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the FundPortfolio's assets with a particular Sub-Custodian and the contract governing the Fund’s Portfolio's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Company shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Company shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFund would be expected to exercise. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. The Secured Parties hereby appoint Omicron Master Trust (athe "Agent") In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities their agent for purposes of exercising any and cash all rights and remedies of the Secured Parties hereunder except with respect to the rights and remedies afforded the Secured Parties pursuant to Section 19 below, wherefore CCA (US) Fund I, L.P. is hereby appointed to act as the agent of the Secured Parties (the "Lockbox Agent"). Such appointments shall continue until revoked in writing by a Majority in Interest, at which time a Majority in Interest shall appoint a new Agent and to carry out such other provisions of this Agreement or Lockbox Agent, as it the case may determine, be; provided, howeverthat Omicron Master Trust may not be removed as Agent unless it shall then hold less than $500,000 of principal amount of Debentures. The Agent and Lockbox Agent, that as applicable, shall have the appointment rights, responsibilities and immunities set forth in Annex B hereto. Nothing herein contained shall be construed to constitute Agent or Lockbox Agent as agent of Debtors for any purpose whatsoever, and Agent and Lockbox Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any such agents part of the Collateral wherever the same may be located and maintenance regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Agent and Lockbox Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any Securities and cash kind occurring in the settlement, collection or payment of any of the Fund shall be at Collateral or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). Agent and Lockbox Agent, by anything herein or in any assignment or otherwise, do not assume any of the Custodian's expense obligations under any contract or agreement assigned to Agent or Lockbox Agent and shall not relieve be responsible in any way for the Custodian performance by Debtors of any of its obligations or liabilities under this Agreementthe terms and conditions thereof. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians this Agreement by the Board of Directors in connection with and the initial appointment of Sub-Custodians pursuant to this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Company and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Funds’ assets with a Sub-Custodian, the Custodian will determine that the Funds’ assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Funds’ assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the withdrawal or placement of the Securities and cash of the each Fund with a particular Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly as soon as reasonably practicable take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (ef) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the Fund's Funds’ assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund the Funds’ assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States; and (v) the custody arrangement provides reasonable safeguards against custody risks associated with maintaining assets with the Eligible Securities Depositories. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s Funds’ arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Funds or their investment adviser of any material change in these risks. (h) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Funds shall be entitled and shall credit such income, as collected, to the Company. In the event that extraordinary measures are required to collect such income, the Company and Custodian shall consult as to the measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors Managers next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the a Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the a Fund with a particular Sub-Custodian and of any material changes in the a Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the Fund's Funds assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds assets with a particular Sub-Custodian and the contract governing the Fund’s Funds arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors Managers next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1▇▇▇ ▇▇▇. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionSubject to approval of the Board of Directors, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Company shall give a its written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation, the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the withdrawal or placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (ef) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or Eligible Foreign Custodian members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. (h) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Company. In the event that extraordinary measures are required to collect such income, the Company and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. AND SUB-CUSTODIANS PURSUANT TO RULE 17F-5. (a) In Agents. Without limiting its own responsibility for its obligations assumed hereunder, the Sub-Custodian may at any time and from time to time engage, at its own cost and expense, as an agent to act for the Fund on the Sub-Custodian's behalf with respect to any such obligations any bank or trust company which meets the requirements of the 1940 Act, and the rules and regulations thereunder, to perform services delegated to the Sub-Custodian hereunder, provided that the Fund and the Custodian shall have approved in writing any such bank or trust company. All agents of the Sub-Custodian shall be subject to the instructions of the Sub-Custodian and not the Custodian. The Sub- Custodian may, at any time in its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense direction, remove any bank or trust company which has been appointed as an agent, and shall in either case promptly notify the Custodian and the Fund in writing of the completion of any such action. The agents which the Fund has approved to date are set forth in Schedule B hereto. Schedule B shall be amended from time to time as approved agents are changed, added or deleted. The Custodian shall be responsible for informing the Sub-Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Schedule B, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Sub-Custodian to complete the appropriate contractual and technical arrangements with such agent. The engagement by the Sub-Custodian of one or more agents shall not relieve the Sub-Custodian of any of its obligations responsibilities or liabilities under this Agreementhereunder. (b) If, after the initial approval of 17f-5 Sub-Custodians by the Board of Directors in connection with this AgreementCustodians. Securities, the Custodian wishes to appoint funds and other Sub-Custodians to hold property of the Fund may be held by sub-custodians appointed pursuant to the provisions of this Section 2.11 (each, a "17f-5 Sub-Custodian"). The Sub-Custodian may, at any time and from time to time, appoint any bank or trust company (that meets the requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 and the rules and regulations thereunder, including without limitation Rule 17f-5 thereunder, or that has received an order of the Securities and Exchange Commission ("SEC") exempting it from any of such requirements that it does not meet) to act as a 17f-5 Sub-Custodian for the Fund, it will so notify provided that the Corporation and provide it with information reasonably necessary to determine Fund shall have approved in writing (1) any such new bank or trust company and the sub-custodian agreement to be entered into between such bank or trust company and the Sub- Custodian, and (2) the 17f-5 Sub-Custodian's eligibility under Rule offices or branches at which the 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarteris authorized to hold securities, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities cash and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of other property of the Fund. The Custodian further warrants that Upon such approval by the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian is authorized on behalf of the Fund to notify each 17f-5 Sub-Custodian of its appointment as such. The Sub-Custodian may, at any time in its discretion, remove any bank or trust company that has the requisite financial strength to provide reasonable care for Fund assets; (iii) the been appointed as a 17f-5 Sub-Custodian's general reputation . Those 17f-5 Sub-Custodians and standing andtheir offices or branches which the Fund has approved to date are set forth on Schedule C hereto. Such Schedule C shall be amended from time to time as 17f- 5 Sub-Custodians, branches or offices are changed, added or deleted. The Custodian shall be responsible for informing the Sub- Custodian sufficiently in advance of a proposed investment which is to be held at a location not listed on Schedule C, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether order that there shall be sufficient time for the Fund will have jurisdiction over to give the approval required by the preceding paragraph and be able for the Sub- Custodian to enforce judgments against put the Sub-Custodian, appropriate arrangements in place with such as by virtue of the existence of any offices of the 17f-5 Sub-Custodian in the United States or the Subpursuant to such sub-Custodian's consent to service of process in the United Statescustodian agreement. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In Custodian may employ suitable agents, --------------------- which may include affiliates of Custodian, such as Bear ▇▇▇▇▇▇▇ or BSSC, both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) Upon notification of the Fund and in its discretion, the Custodian may appoint one appoint, and, upon notification of the Fund, at any time remove, any domestic bank or more Sub-Custodians trust company which is qualified to act as Securities Depositories or a custodian under the 1940 Act as sub-custodians custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, and, upon notification of the Fund, may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agents agent or opening and maintenance of any Securities and cash of the Fund such accounts shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Written Instructions to appoint other Sub-Custodians to hold property of do so and at the Fund's expense, it will so notify the Corporation and provide it with information reasonably necessary Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to determine any such new Sub-Custodian's eligibility under Rule 17f-5 act as a custodian under the 1940 Act, including a copy of and (ii) notwithstanding anything to the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval contrary in Section 9.1 below or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth elsewhere in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarterthis Agreement, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of have no greater liability to the Fund with a particular Sub-Custodian and for the actions or omissions of any material changes in the Fund’s arrangements. The such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall promptly take such steps as may not be required to withdraw assets of the Fund from discharge any Subsuch liability which may be imposed on it unless and until such sub-Custodian that custodian has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.effectively

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Boards in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Funds and provide it them with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Boards of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Funds that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the Fund's Funds’ assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and the contract governing the Fund’s Funds’ arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors Managers next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the ▇▇▇▇ ▇▇▇. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Sub- Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In The Company hereby appoints The Bank of New York, acting through its discretionoffice at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 4E, New York, New York 10286, Attention: Global Finance Americas, as the Custodian may appoint one fiscal agent in respect of the Notes, upon the terms and subject to the conditions set forth herein and in the Notes, and The Bank of New York hereby accepts such appointment. The Bank of New York, together with any successor or more Sub-Custodians successors as such fiscal agent qualified and appointed in accordance with Section 9 hereof, is herein called the “Fiscal Agent.” The Fiscal Agent shall have the powers and authority granted to and conferred upon it herein and in the Notes, and such further powers and authority to act as Securities Depositories or as sub-custodians to hold Securities and cash on behalf of the Fund Company as the Company and to carry out such other provisions of this Agreement as it the Fiscal Agent may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreementhereafter mutually agree in writing. (b) IfThe Company hereby appoints The Bank of New York, after acting through its office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 4E, New York, New York 10286, Attention: Global Finance Americas, as registrar, upon the initial approval terms and subject to the conditions set forth herein and in the Notes, and The Bank of Sub-Custodians by New York hereby accepts such appointment. The Bank of New York, together with any successor or successors as such registrar qualified and appointed in accordance with Section 9 hereof, is herein called the Board of Directors “Registrar.” The Registrar shall have the powers and authority granted to and conferred upon it herein and in connection with this Agreementthe Notes, the Custodian wishes and such further powers and authority to appoint other Sub-Custodians to hold property act on behalf of the Fund, it will so notify Company as the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed actionRegistrar may hereafter mutually agree in writing. (c) The Agreement between Company hereby appoints The Bank of New York, acting through its office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 4E, New York, New York 10286, Attention: Global Finance Americas, as principal paying agent and calculation agent, upon the Custodian terms and each Sub-Custodian acting hereunder shall contain subject to the required provisions conditions set forth herein and in Rule 17f-5(a)(1)(iii)the Notes, and The Bank of New York hereby accepts such appointment. The Bank of New York, together with any successor or successors as such principal paying agent or calculation agent qualified and appointed in accordance with Section 9 hereof, is herein called in its respective roles as the “Paying Agent” and “Calculation Agent.” The Paying Agent and Calculation Agent shall have the powers and authority granted to and conferred upon it herein and in the Notes, and such further powers and authority to act on behalf of the Company as the Company and the Paying Agent and Calculation Agent may hereafter mutually agree in writing. (d) At The Company hereby initially appoints The Bank of New York, acting through its office at 1 Canada Square, 48th floor, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Attention: Corporate Trust Department, as a paying agent, upon the end terms and subject to the conditions herein and in the Notes, and The Bank of each calendar quarterNew York hereby accepts such appointment. The Company also hereby initially appoints The Bank of New York, acting through its office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor 4E, New York, New York 10286, Attention: Global Finance Americas, as transfer agent, upon the Custodian terms and subject to the conditions herein and in the Notes, and The Bank of New York hereby accepts such appointment. Each of such paying agent and transfer agent shall provide written reports notifying have the Board of Directors powers and authority granted to and conferred upon it herein and in the Notes, and such further powers and authority to act on behalf of the placement of Company as the Securities Company and cash of such paying agent or transfer agent, as the Fund with a particular Sub-Custodian and of any material changes case may be, may hereafter mutually agree in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Actwriting. (e) With respect to its responsibilities under this Section 3.3Each of the Paying Agent, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable)Calculation Agent, the method of keeping custodial recordsFiscal Agent, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength Registrar is sometimes herein referred to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing severally as an “Agent” and, collectively, as the “Agents.” The transfer agents and other paying agents appointed from time to time by the Company as provided herein and in the case of a Securities Depository, the Securities Depository's operating history Notes are referred to respectively as “paying agents” and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States“transfer agents. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.”

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians GE Capital is hereby appointed to act on behalf of all Lenders as Securities Depositories or "Administrative Agent" and as sub-custodians "Collateral Agent" under this Agreement and the other Loan Documents. GE Capital and Marathon are hereby appointed to hold Securities act on behalf of all Revolving Lenders as "Revolver Agent" under this Agreement and cash the other Loan Documents. Marathon is hereby appointed to act on behalf of all Term Loan A Lenders as "Term Loan A Agent" under this Agreement and the other Loan Documents. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Marathon are hereby appointed to act on behalf of all Term Loan B Lenders as "Term Loan B Agent" under this Agreement and the other Loan Documents. Without limiting the generality of the Fund foregoing, each Lender hereby authorizes Agents to consent, on behalf of each Lender, to an Interim Order substantially in the form attached as Exhibit A-1, to the Canadian Interim Order, to the Final Order and to carry out such other the Canadian Final Order to be negotiated between Borrowers, Agents and the Committee. The provisions of this Agreement Section 9.2 are solely for the benefit of Agents and Lenders and no Credit Party nor any other Person shall have any rights as it may determine, provided, however, that the appointment a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions hereof. In performing its functions and duties under this Agreement and the other Loan Documents, each Agent shall be at the Custodian's expense act solely as an agent of Lenders and does not assume and shall not relieve be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Credit Party or any other Person. No Agent shall have duties or responsibilities except for those expressly set forth in this Agreement and the Custodian other Loan Documents. The duties of each Agent shall be mechanical and administrative in nature and no Agent shall have, or be deemed to have, by reason of this Agreement, any other Loan Document or otherwise a fiduciary relationship in respect of any Lender. Except as expressly set forth in this Agreement and the other Loan Documents, no Agent shall have any duty to disclose, and shall not be liable for failure to disclose, any information relating to any Credit Party or any of their respective Subsidiaries or any Account Debtor that is communicated to or obtained any Agent or any of its obligations Affiliates in any capacity. Neither any Agent nor any of its Affiliates nor any of their respective officers, directors, employees, agents or liabilities representatives shall be liable to any Lender for any action taken or omitted to be taken by it hereunder or under this Agreement. any other Loan Document, or in connection herewith or therewith, except for damages caused by its or their own gross negligence or willful misconduct. If Administrative Agent or Collateral Agent shall request instructions from Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders or all affected Lenders with respect to any act or action (bincluding failure to act) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this AgreementAgreement or any other Loan Document, then Administrative Agent or Collateral Agent, as the Custodian wishes case may be, shall be entitled to appoint refrain from such act or taking such action unless and until Administrative Agent shall have received instructions from Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders or all affected Lenders, as the case may be, and neither Administrative Agent nor Collateral Agent shall incur liability to any Person by reason of so refraining. Each Agent shall be fully justified in failing or refusing to take any action hereunder or under any other Sub-Custodians to hold property of Loan Document (a) if such action would, in the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt opinion of such notice and information give a written approval Agent, be contrary to law or disapproval the terms of this Agreement or any other Loan Document, (b) if such action would, in the proposed action. opinion of such Agent, expose such Agent to Environmental Liabilities or (c) The Agreement between if such Agent shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the Custodian and each Sub-Custodian foregoing, no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting hereunder shall contain or under any other Loan Document in accordance with the required provisions set forth in Rule 17f-5(a)(1)(iii)instructions of Requisite Lenders, Requisite Revolving Lenders, Requisite Term Loan A Lenders, Requisite Term Loan B Lenders or all affected Lenders, as applicable. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Fund shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Directors/Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify KCM and the Corporation Funds and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Directors/Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation KCM and Funds that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and the contract governing the Fund’s Funds’ arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it Trust agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Fund shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionSubject to the prior approval of the Board of Trustees or the officers of the Trust, which approval will not be unreasonably granted, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors Trustees next following receipt of such notice and information information, the Trust shall give a its written approval or disapproval of the proposed action. (c) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors Trustees next following receipt of such notice and information information, the Trust shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, The Fund hereby appoints the Custodian may appoint one or more Sub-Custodians Agents as the Fund’s sole and exclusive agents to effect the sale of the Offered Units and the Additional Units to purchasers on a best efforts basis on the terms and conditions hereinafter provided. Each of the Agents agrees to act as Securities Depositories or as sub-custodians the Fund’s agent for such purpose and to hold Securities and cash use its best efforts to effect the sale of the Fund Offered Units and the Additional Units on the Fund’s behalf, subject to carry out such other provisions of this Agreement as it may determine, the terms and conditions hereinafter provided, however, . It is understood that the appointment of any such Agents shall act as agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense only and shall not relieve at any time be obligated to purchase or to arrange for the Custodian purchase of any Offered Units. The Agents may form a sub-agency group including other qualified investment dealers (the “Sub Agents”), and may determine the fee payable to the members of its obligations such group, which fee will be paid by the Agents out of the Agency Fee. Each of the Agents will effect sales of the Offered Units and the Additional Units only in those jurisdictions where they may be lawfully offered for sale or liabilities under sold and upon the terms and conditions set forth in the Final Prospectus and this Agreement. . The Agents will not solicit offers to purchase or sell the Offered Units and the Additional Units so as to require registration thereof or the filing of a Final Prospectus with respect thereto under the laws of any jurisdiction other than the Qualifying Jurisdictions. Each of the Agents understands that the Offered Units and the Additional Units are not being registered under the United States Securities Act of 1933, as amended, and represents that it has not offered or sold, and agrees that it will not offer, sell or deliver at any time, directly or indirectly, in the United States (bwhich term, as used herein, includes its territories or possessions) Ifor to or for the account of any person who it knows or has reason to believe is a national or resident thereof, after any of the initial approval Offered Units or the Additional Units. Each of Sub-Custodians by the Board Agents further agrees that it will require any dealer who purchases from it any of Directors in connection the Offered Units or the Additional Units (whether as a Sub Agent or otherwise) to comply with this Agreementrequirement. The Agents agree to sell the Offered Units and the Additional Units only in the Qualifying Jurisdictions and in accordance with, and in a manner permitted by, the Custodian wishes laws of each jurisdiction in which such Units are sold and to appoint other Sub-Custodians require each Sub Agent to hold property agree with the Agents to so sell such Units. The Agents further agree, subject to receipt of the same from the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including send a copy of the proposed agreement Final Prospectus to all purchasers of the Units and all Prospectus Amendments to all persons to whom copies of the Final Prospectus are sent and to require each Sub Agent to agree with such Sub-Custodianthe Agents to distribute the same documents in the manner stipulated. For the purposes of this Section, the Agents shall be entitled to assume that the Offered Units and the Additional Units are qualified for Distribution in any Qualifying Jurisdiction where a receipt or similar document (including the deemed receipt from the other Qualifying Jurisdictions pursuant to the Passport System) for the Final Prospectus shall have been obtained from the applicable regulatory authority following the filing of the Final Prospectus. The Corporation obligations of the Agents set out herein are several and not joint. An Agent will not be liable hereunder with respect to any act, omission or conduct of any other Agent under this Agreement. The Agents will, after the Closing Date, use their best efforts to promptly complete the distribution of the Offered Units, and if applicable, the Additional Units and the Agents will notify the Fund and Marret if and when, in their opinion, the distribution of Offered Units and, if applicable, Additional Units has been completed and shall, as soon as is practicable thereafter (and in any event within 30 days following completion of the Distribution), provide the Fund and Marret with a breakdown of the number of Offered Units and, if applicable, Additional Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to securities commissions. The Fund shall co-operate in all respects with the Agents to allow and assist the Agents to participate fully in the preparation of the Final Prospectus and any Prospectus Amendment (as further described in Section 7) and shall at all times allow the meeting Agents and their counsel to conduct all “due diligence” investigations and examinations which the Agents may reasonably require in that connection. It shall be a condition precedent to the Agent’s execution of any certificate relating to the Board of Directors next following receipt Offering that the Agents be satisfied, acting reasonably, as to the form and content of such notice and information give a written approval or disapproval of the proposed actiondocument. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Corporation Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain a Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarterquarter after the date of this Agreement, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the a Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. The Custodian shall promptly notify the Board of Trustees of any addition or termination of a Sub-Custodian arrangement that may be used for maintaining assets of a Fund. (ef) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund; provided, however, with respect to custody of any Loans, the Custodian’s responsibility shall be limited to the exercise of reasonable care by the Custodian in the physical custody of any such documents delivered to it, and any related instrument, security, credit agreement, assignment agreement and/or other agreements or documents, if any, that may be delivered to it. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. (h) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine, Agreement; provided, however, that the appointment of any such agents and maintenance of any Securities and or cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreementof a Company, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such the Sub-Custodian. The Corporation Company shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of each Company of the placement of the Securities and cash of the each Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangementsCustodian. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation each Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as of a reasonably careful, prudent and diligent person having responsibility for the safekeeping of property of the Fundfund assets would exercise. The Custodian further warrants that the Fund's assets each Sub-Custodian will be subject to reasonable care, based on the standards applicable to custodians in same standard of care as the relevant market, if maintained with each Sub-Custodian, after Custodian considering all factors relevant to the safekeeping of such fund assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, procedures and internal controls, controls for certificated securities (if applicable), the method of keeping custodial records, records and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Company will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as Custodian by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States, or otherwise. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and shall monitor the Sub-Custodian's performance with respect to the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, with regard to foreign Securities owned by a Fund, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Company shall give a its written approval or disapproval of the proposed action. (c) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the a Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities to a Fund under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Company. In the event that extraordinary measures are required to collect such income, the Company and Custodian shall consult as to the measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify KCM and the Corporation Funds and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation KCM and Funds that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds; provided, however, with respect to custody of any Loans, the Custodian’s responsibility shall be limited to the exercise of reasonable care by the Custodian in the physical custody of any such documents delivered to it, and any related instrument, security, credit agreement, assignment agreement and/or other agreements or documents, if any, that may be delivered to it. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Funds will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds’ assets with a particular Sub-Custodian and the contract governing the Fund’s Funds’ arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretiondiscretion and subject to Section 3.3(b) below, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Fund shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3Article III, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for or certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Sub- Custodian, such as by virtue of the existence of any offices of the Sub-Sub- Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Sub- Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.the

Appointment of Agents. (a) In The Local Seller hereby irrevocably appoints and instructs the Local Seller Parent as its discretionsole agent (to the exclusion of itself) to do such acts and things, make such representations, warranties and indemnities, give such undertakings and covenants, undertake such obligations, make or be subject to any such claims as the Acquisition Agreement expressly provides are to be done, given, undertaken, received or made by or to be conducted through the Local Seller Parent as agent for the Local Seller and, without prejudice to the generality of the foregoing, the Custodian Local Seller hereby irrevocably appoints and instructs the Local Seller Parent as its sole agent to receive or pay, as the case may appoint one be, any amounts owed to or more Sub-Custodians by the Local Seller pursuant to act as Securities Depositories or as sub-custodians to hold Securities and cash any of the Fund and to carry out such other provisions of this Agreement the Acquisition Agreement, and the Local Seller hereby acknowledges and confirms to the Local Purchaser that any payment made by the Local Purchaser Parent on behalf of the Local Purchaser to the Local Seller Parent as it may determine, provided, however, that agent for the appointment Local Seller will be deemed to be and considered by the Local Seller to satisfy the Local Purchaser’s obligation(s) to pay any of the same to the Local Seller and any such agents and maintenance of any Securities and cash of the Fund shall obligations will be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreementdischarged thereby. (b) If, after The Local Purchaser hereby irrevocably appoints and instructs the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. Local Purchaser Parent as its sole agent (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees exclusion of itself) to exercise reasonable caredo such acts and things, prudencemake such representations, warranties and diligence indemnities, give such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will undertakings and covenants, undertake such obligations, make or be subject to reasonable careany such claims as the Acquisition Agreement expressly provides are to be done, based on given, undertaken, received or made by or to be conducted through the standards applicable to custodians in Local Purchaser Parent as agent for the relevant marketLocal Purchaser and, if maintained with each Sub-Custodian, after considering all factors relevant without prejudice to the safekeeping generality of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable)foregoing, the method Local Purchaser hereby irrevocably appoints and instructs the Local Purchaser Parent as its sole agent to receive or pay, as the case may be, any amounts owed to or by the Local Purchaser pursuant to any of keeping custodial recordsthe provisions of the Acquisition Agreement, and the security Local Purchaser hereby acknowledges and data protection practices; (ii) whether confirms to the Sub-Custodian has Local Seller that any payment made by the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue Local Seller Parent on behalf of the existence of Local Seller to the Local Purchaser Parent as agent for the Local Purchaser will be deemed to be and considered by the Local Purchaser to satisfy the Local Seller’s obligation(s) to pay any offices of the Sub-Custodian in same to the United States or the Sub-Custodian's consent to service of process in the United StatesLocal Purchaser and any such obligations will be discharged thereby. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. Each Eligible Foreign Custodian appointed by a Sub-Custodian shall be considered a “Sub-Custodian” for all purposes. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act. . If, including after the initial appointment of a copy of Sub-Custodian that maintains relationships with Eligible Securities Depositories or Eligible Foreign Custodians, the proposed agreement with Custodian wishes to replace such Sub-Custodian with a successor Sub-Custodian performing identical or substantially identical functions, the Custodian shall be responsible for all costs and expenses associated with such replacement, including, but not limited to, registration fees, translation fees, filing fees, fees associated with obtaining, verifying and authenticating the Trust’s constitutive documents; and fees associated with obtaining legal opinions, audited financial statements and other professional services, notwithstanding Section 7.01 of this Agreement. Costs and expenses incurred and paid by the Trust in connection with such replacement will be (i) reimbursed by the Custodian promptly upon request or (ii) credited against amounts due to the Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action, as set forth on Exhibit D hereto (as may be amended from time to time). (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (ef) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment adviser of any material change in these risks. (h) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion▇▇▇▇▇ Fargo Bank, National Association, is hereby appointed the Custodian may appoint one or more Sub-Custodians Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes ▇▇▇▇▇ Fargo Bank, National Association, to act as Securities Depositories or the Administrative Agent in accordance with the terms hereof and the other Loan Documents. ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A. and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. are hereby appointed the Syndication Agents and each Lender hereby authorizes ▇▇▇▇▇ Fargo Securities, LLC, Barclays Bank PLC, Citibank, N.A. and SunTrust Bank to act as sub-custodians the Syndication Agents in accordance with the terms hereof and the other Loan Documents. Fifth Third Bank, Regions Bank and U.S. Bank National Association are hereby appointed the Documentation Agents hereunder and under the other Loan documents and each Lender hereby authorizes Fifth Third Bank, Regions Bank and U.S. Bank National Association to hold Securities act as the Documentation Agents in accordance with the terms hereof and cash of the Fund other Loan Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and to carry out such the other Loan Documents, as applicable. The provisions of this Agreement Section 14 (other than as it may determine, provided, however, that expressly provided herein) are solely for the appointment benefit of the Agents and the Lenders and no Loan Party shall have any rights as a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions of this Section 14 (other than as expressly provided herein). In performing its functions and duties hereunder, each Agent shall be at act solely as an agent of the Custodian's expense Lenders and does not assume and shall not relieve be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Custodian of Company or any of its Subsidiaries. Each of the Syndication Agents and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the Joint Lead Arrangers, the Syndication Agents, the Documentation Agents and the Joint Bookrunners are named as such for recognition purposes only, and in their respective capacities as such shall have no duties, responsibilities or liabilities under with respect to this Agreement. (b) If, after Agreement or any other Loan Document; it being understood and agreed that each of the initial approval of Sub-Custodians by the Board of Directors in connection with this AgreementJoint Lead Arrangers, the Custodian wishes Syndication Agents, the Documentation Agents and the Joint Bookrunners shall be entitled to appoint other Sub-Custodians to hold property all indemnification and reimbursement rights in favor of the Fund, it will so notify Agents provided herein and in the Corporation other Loan Documents and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy all of the proposed agreement with such Sub-Custodianother benefits of this Section 14. The Corporation shall at the meeting Without limitation of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of foregoing, neither the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarterJoint Lead Arrangers, the Custodian shall provide written reports notifying Syndication Agents, the Board Documentation Agents nor the Joint Bookrunners in their respective capacities as such shall, by reason of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and this Agreement or any other Loan Document, have any fiduciary relationship in respect of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from Lender, Loan Party or any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Actother Person. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. . (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Fund shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Company shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c) (2)(i). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s ' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s ' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. The Custodian shall not release any Sub-Custodian from any responsibility or liability unless as agreed in writing by the Custodian and the Fund. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the ▇▇▇▇ ▇▇▇. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFund would be expected to exercise. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, The Fund hereby appoints the Custodian may appoint one or more Sub-Custodians Agents as the Fund’s sole and exclusive agents to effect the sale of the Offered Units and the Additional Units to purchasers on a best efforts basis on the terms and conditions hereinafter provided. Each of the Agents agrees to act as Securities Depositories or as sub-custodians the Fund’s agent for such purpose and to hold Securities and cash use its best efforts to effect the sale of the Fund Offered Units and the Additional Units on the Fund’s behalf, subject to carry out such other provisions of this Agreement as it may determine, the terms and conditions hereinafter provided, however, . It is understood that the appointment of any such Agents shall act as agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense only and shall not relieve at any time be obligated to purchase or to arrange for the Custodian purchase of any Offered Units. The Agents may form a sub-agency group including other qualified investment dealers (the “Sub Agents”), and may determine the fee payable to the members of its obligations such group, which fee will be paid by the Agents out of the Agency Fee. Each of the Agents will effect sales of the Offered Units and the Additional Units only in those jurisdictions where they may be lawfully offered for sale or liabilities under sold and upon the terms and conditions set forth in the Final Prospectus and this Agreement. . The Agents will not solicit offers to purchase or sell the Offered Units and the Additional Units so as to require registration thereof or the filing of a Final Prospectus with respect thereto under the laws of any jurisdiction other than the Qualifying Jurisdictions. Each of the Agents understands that the Offered Units and the Additional Units are not being registered under the United States Securities Act of 1933, as amended, and represents that it has not offered or sold, and agrees that it will not offer, sell or deliver at any time, directly or indirectly, in the United States (bwhich term, as used herein, includes its territories or possessions) Ifor to or for the account of any person who it knows or has reason to believe is a national or resident thereof, after any of the initial approval Offered Units or the Additional Units. Each of Sub-Custodians by the Board Agents further agrees that it will require any dealer who purchases from it any of Directors in connection the Offered Units or the Additional Units (whether as a Sub Agent or otherwise) to comply with this Agreementrequirement. The Agents agree to sell the Offered Units and the Additional Units only in the Qualifying Jurisdictions and in accordance with, and in a manner permitted by, the Custodian wishes laws of each jurisdiction in which such Units are sold and to appoint other Sub-Custodians require each Sub Agent to hold property agree with the Agents to so sell such Units. The Agents further agree, subject to receipt of the same from the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including send a copy of the proposed agreement Final Prospectus to all purchasers of the Units and all Prospectus Amendments to all persons to whom copies of the Final Prospectus are sent and to send a copy of the Non-Offering Prospectus to each purchaser of Units in the Province of Québec prior to the purchase of Units by such person in the Province of Québec and to require each Sub Agent to agree with such Sub-Custodianthe Agents to distribute the same documents in the manner stipulated. For the purposes of this Section, the Agents shall be entitled to assume that the Offered Units and the Additional Units are qualified for Distribution in any Qualifying Jurisdiction where a receipt or similar document (including the deemed receipt from the other Qualifying Jurisdictions pursuant to the Passport System) for the Final Prospectus shall have been obtained from the applicable regulatory authority following the filing of the Final Prospectus. The Corporation obligations of the Agents set out herein are several and not joint. An Agent will not be liable hereunder with respect to any act, omission or conduct of any other Agent under this Agreement. The Agents will, after the Closing Date, use their best efforts to promptly complete the distribution of the Offered Units, and if applicable, the Additional Units and the Agents will notify the Fund and Marret if and when, in their opinion, the distribution of Offered Units and, if applicable, Additional Units has been completed and shall, as soon as is practicable thereafter (and in any event within the time periods necessary to obtain a refund of filing fees), provide the Fund and Marret with a breakdown of the number of Offered Units and, if applicable, Additional Units distributed in each of the Qualifying Jurisdictions where such breakdown is required for the purpose of calculating fees payable to securities commissions. The Fund shall co-operate in all respects with the Agents to allow and assist the Agents to participate fully in the preparation of the Final Prospectus and any Prospectus Amendment (as further described in Section 7) and shall at all times allow the meeting Agents and their counsel to conduct all “due diligence” investigations and examinations which the Agents may reasonably require in that connection. It shall be a condition precedent to the Agent’s execution of any certificate relating to the Board of Directors next following receipt Offering that the Agents be satisfied, acting reasonably, as to the form and content of such notice and information give a written approval or disapproval of the proposed actiondocument. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) Custodian may employ suitable agents, which may include affiliates of Custodian such as Bear ▇▇▇▇▇▇▇ or BS Securities, provided, however, that Custodian shall not employ BS Securities to hold any of the Collateral under the Securities Loan Agreement (as such term "Collateral" is defined therein) or under any other securities loan agreement between the Fund and BS Securities (whether now or hereafter in effect), or Bear ▇▇▇▇▇▇▇ to hold any Purchased Securities under the Master Repurchase Agreement (as such term "Purchased Securities" is defined therein) or under any other repurchase agreement between the Fund and BS Securities (whether now or hereafter in effect). The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency (whether foreign or domestic) which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) In its discretion, the Custodian may appoint one appoint, and at any time remove, any domestic bank or more Sub-Custodians trust company which is qualified to act as Securities Depositories or a custodian under the 1940 Act, as sub-custodians custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, and may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agents agent or opening and maintenance of any Securities and cash of the Fund such accounts shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Written Instructions to appoint other Sub-Custodians to hold property of do so and at the Fund's expense, it will so notify the Corporation and provide it with information reasonably necessary Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to determine any such new Sub-Custodian's eligibility under Rule 17f-5 act as a custodian under the 1940 Act, including a copy of and (ii) notwithstanding anything to the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval contrary in Section 10.1 below or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth elsewhere in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarterthis Agreement, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of have no greater liability to the Fund with a particular Sub-Custodian and for the actions or omissions of any material changes in the Fund’s arrangements. The such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall promptly take such steps as may not be required to withdraw assets of the Fund from discharge any Subsuch liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian that against it or has ceased otherwise discharged its liability to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesfull. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians that are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund Trust, on behalf of a Fund, and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. . The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians Sub‑Custodians to hold property of the Trust, on behalf of a Fund, it will so notify the Corporation Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain a Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarterquarter after the date of this Agreement, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the Fund Trust, on behalf of a Fund, with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudenceas applicable, and diligence such shall notify the Board of Trustees as a person having responsibility for promptly as practicable under the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping circumstances of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesaction. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In Custodian may employ suitable --------------------- agents, which may include affiliates of Custodian, such as Bear ▇▇▇▇▇▇▇ or BSSC, both of which are registered broker-dealers. The appointment of any agent pursuant to this Section 3.3(a) shall not relieve Custodian of any of its obligations or liabilities under this Agreement. However, no Book-Entry System, Securities Depository or other securities depository or clearing agency which it is or may become standard market practice to use for the comparison and settlement of trades in securities shall be an agent or sub-contractor of Custodian for purposes of this Section 3.3(a) or otherwise. (b) Upon notification of the Fund and in its discretion, the Custodian may appoint one appoint, and, upon notification of the Fund, at any time remove, any domestic bank or more Sub-Custodians trust company which is qualified to act as Securities Depositories or a custodian under the 1940 Act as sub-custodians custodian to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, and, upon notification of the Fund, may also open and maintain one or more banking accounts with such a bank or trust company (any such accounts to be in the name of Custodian and subject only to its draft or order), provided, however, that the appointment of any such agents agent or opening and maintenance of any Securities and cash of the Fund such accounts shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Written Instructions to appoint other Sub-Custodians to hold property of do so and at the Fund's expense, it will so notify the Corporation and provide it with information reasonably necessary Custodian shall appoint as sub-custodian such domestic bank or trust company as is named therein, provided that (i) such bank or trust company is qualified to determine any such new Sub-Custodian's eligibility under Rule 17f-5 act as a custodian under the 1940 Act, including a copy of and (ii) notwithstanding anything to the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval contrary in Section 9.1 below or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth elsewhere in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarterthis Agreement, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of have no greater liability to the Fund with a particular Sub-Custodian and for the actions or omissions of any material changes in the Fund’s arrangements. The such sub-custodian than any such sub-custodian has to Custodian, and Custodian shall promptly take such steps as may not be required to withdraw assets of the Fund from discharge any Subsuch liability which may be imposed on it unless and until such sub-custodian has effectively indemnified Custodian that against it or has ceased otherwise discharged its liability to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesfull. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Trustee (and for the limited purposes set out in Clause 2.3, the Delegate) hereby appoints, on the terms and subject to the conditions of this Agreement, HSBC Bank plc as its Principal Paying Agent, Registrar, Transfer Agent and Calculation Agent in respect of the Certificates in accordance with the Conditions at its Specified Office. 2.2 Each Agent accepts its appointment and agrees to act as agent of the Trustee (and for the limited purposes set out in Clause 2.3, the Delegate) in relation to the Certificates and agrees to comply with the terms of this Agreement. Each Agent further agrees to perform the duties required of it by the Conditions. The obligations of the Agents are several and not joint. Each Agent shall only be obliged to perform the duties specified in this Agreement and the Conditions and shall have no implied duties. 2.3 Each Agent shall, on demand in writing by the Delegate made at any time after a Dissolution Event or a Potential Dissolution Event has occurred, or the Certificates have otherwise become due and payable or the Trustee or the Delegate shall have received any money which it proposes to pay under clause 14 of the Declaration of Trust to the Certificateholders, and until notified in writing by the Delegate to the contrary, so far as permitted by applicable law, act as Agent of the Delegate under the provisions of the Declaration of Trust and the Certificates mutatis mutandis on the terms of this Agreement (save that the Delegate's liability under any provision of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of each Agent shall be limited to the amounts for the time being held on trust pursuant to the Declaration of Trust relating to the Certificates and available for such purpose) and thereafter: (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities all Certificates and cash all sums, documents and records held by it in respect of those Certificates on behalf of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement.Delegate; and/or (b) Ifto deliver up all Certificates and all sums, after documents and records held by it in respect of those Certificates to the initial approval of Sub-Custodians by Delegate or as the Board of Directors Delegate shall direct in connection with this Agreementsuch notice, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of provided that such notice and information give a written approval shall be deemed not to apply to any documents or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in records which the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant Agent is obliged not to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as release by virtue of the existence of any offices of the Sub-Custodian in the United States law or the Sub-Custodian's consent to service of process in the United Statesregulation. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors in connection with this AgreementCustodians, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed actioneligibility. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will ensure that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets. Prior to placing or maintaining the Fund’s assets with a Sub-Custodian, the Custodian shall report to the Fund the material differences, if any, between custodial practices in the United States and the country in which the Fund’s assets will be held by the Sub-Custodian as well as any material risks associated with the custodian practices of such country. (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required similar provisions as set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Fund of the withdrawal or placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the legal requirements of Rule 17f-5 under the 1940 Act. (e) With respect necessary to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as be a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the legal requirements necessary to be a Sub-Custodian. appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub- Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or the Manager of any material change in these risks. (g) The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Fund. In the event that extraordinary measures are required to collect such income, the Custodian and the Fund shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretionthe event that the Trust Property is such that it requires the Custodian to appoint one or more Sub-Custodians, including, without limitation, in the event that any Securities held by the Custodian as Trust Property receive a dividend distribution of other Securities that are required to be held by a Sub-Custodian, then the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians that are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund such Trust Property and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund such Trust Property shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the The Custodian wishes to appoint other Sub-Custodians to hold property of the Fundany Trust Property, it will so notify the Corporation Trust or the Trust Administrator and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action’s eligibility. (c) The Agreement between In performing its delegated responsibilities as foreign custody manager to place or maintain any Trust Property with a Sub-Custodian, the Custodian and each will determine that such Trust Property will be subject to reasonable care, based on the standards applicable to custodians in the country in which such Trust Property will be held by that Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)Custodian, after considering all factors relevant to safekeeping of such assets. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trust and the Trust Administrator of the withdrawal or placement of the Securities and cash of the Fund any Trust Property with a particular Sub-Custodian and of any material changes in the FundTrust and the Trust Administrator’s arrangementsarrangements with respect thereto. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund such Trust Property from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 under the 1940 Actany applicable requirements. (e) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Corporation Trust and the Trust Administrator that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fundany Trust Property. The Custodian further warrants that the Fund's assets Trust Property will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assetsthe Trust Property; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund Trust and the Trust Administrator will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's assets Trust Property with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the FundTrust and the Trust Administrator’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Trust or the Trust Administrator or their investment adviser of any material change in these risks. (g) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Trust and the Trust Administrator shall be entitled and shall credit such income, as collected, to the Trust and the Trust Administrator. In the event that extraordinary measures are required to collect such income, the Trust, Trust Administrator and Custodian shall consult as to the measurers and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the a Fund shall be at the Custodian's expense and shall not relieve provided that, if the Custodian utilizes the services of a Sub-Custodian, the Custodian shall remain fully liable and responsible for any losses caused to the Trust and any Fund by the Sub-Custodian as if the Custodian was directly responsible for any such losses under the Terms of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the any Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of each of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s with respect to such arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the any Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the Fund's Funds' assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and the contract governing the such Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Sub- Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Sub- Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Sub- Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, If the Custodian shall provide written reports notifying intends to remove any Sub-Custodian previously approved by the Board of Directors of Trustees, it shall so notify the placement of Trust and move the Securities and cash of the Fund deposited with a particular such Sub-Custodian and to another Sub-Custodian previously approved by the Board of any material changes in the Fund’s arrangementsTrustees. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from remove any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the The Custodian hereby warrants to the Corporation Trust that it agrees in its opinion, after due inquiry, the established procedures to exercise reasonable care, prudence, and diligence such as a person having responsibility for be followed by each Sub-Custodian in connection with the safekeeping of property of the Fund. The Custodian further warrants Fund pursuant to this Agreement afford protection for such property not materially different from that afforded by the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practicesestablished safekeeping procedures with respect to similar property held by it (and its securities depositories) in Cincinnati, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesOhio. (f) The Custodian shall establish oversee the maintenance of any Securities held for the Fund by any Sub-Custodian. Any Securities held by a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian will be subject only to the instructions of the Custodian or its agents; and any Securities held in an eligible foreign securities depository for the contract governing account of a Sub-Custodian will be subject only to the Fund’s arrangements with instructions of such Sub-Custodian. In the event that a Sub-Custodian permits any of the Securities placed in its care to be held in an eligible foreign securities depository, such Sub-Custodian will be required by its agreement with the Custodian to identify on its books such Securities as being held for the account of the Custodian as a custodian for its customers.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Company shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-CustodianCustodian governing the arrangements with respect to the Fund.

Appointment of Agents. (a) In its discretion, and subject to the Trust's arrangement with its Foreign Custody Manager, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Managers in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors Managers next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Managers of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionEach Class A Revolving Lender hereby authorizes Deutsche Bank AG, the Custodian may appoint one or more Sub-Custodians New York Branch to act as Securities Depositories or Administrative Agent to the Class A Revolving Lenders hereunder and under the other Credit Documents and each Class A Revolving Lender hereby authorizes Deutsche Bank AG, New York Branch, in such capacity, to act as sub-custodians its agent in accordance with the terms hereof and the other Credit Documents. Each Lender hereby authorizes Deutsche Bank AG, New York Branch, to hold Securities act as the Collateral Agent on its behalf under the Credit Documents. DBSI is hereby appointed Syndication Agent and cash of Documentation Agent hereunder. Each Agent hereby agrees to act upon the Fund express conditions contained herein and to carry out such the other Credit Documents, as applicable. The provisions of this Agreement Section 8 are solely for the benefit of Agents and Lenders and neither Company nor Holdings shall have any rights as it may determine, provided, however, that the appointment a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions thereof. In performing its functions and duties hereunder, each Agent (other than Administrative Agent) shall be at the Custodian's expense act solely as an agent of Lenders and does not assume and shall not relieve the Custodian be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its obligations Subsidiaries. In performing its functions and duties hereunder, Administrative Agent shall act solely as an agent of the Class A Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or liabilities under this Agreement. relationship of agency or trust with or for any Class B Revolving Lender, Holdings or any of its Subsidiaries. Each Class B Revolving Lender hereby authorizes Deutsche Bank AG, New York Branch to act as an agent on behalf of the Class B Revolving Lenders in accordance with the terms hereof and the other Credit Documents (b) Ifthe “Class B Agent”). Upon any such appointment of a Class B Agent, after any delivery, notice or similar requirement to be sent to or received from the initial approval Class B Revolving Lenders hereunder or in any other Credit Document shall instead be sent to or received from the Class B Agent, on behalf of Sub-Custodians by the Board of Directors in connection with this AgreementClass B Revolving Lenders. In performing its functions and duties hereunder, the Custodian wishes to appoint other Sub-Custodians to hold property Class B Agent shall act solely as an agent of the FundClass B Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class A Revolving Lender, it will so notify the Corporation Holdings or any of its Subsidiaries. Each of Syndication Agent and provide it with information reasonably necessary Documentation Agent, without consent of or notice to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Actparty hereto, including a copy may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the proposed agreement with such Sub-Custodian. The Corporation Original Closing Date, DBSI, in its capacity as Syndication Agent or in its capacity as Documentation Agent, shall at the meeting not have any obligations but shall be entitled to all benefits of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States8. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the a Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint may: (a) Appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the a Fund shall be at the Custodian's expense and shall not relieve provided that, if the Custodian utilizes the services of a Sub-Custodian, the Custodian shall remain fully liable and responsible for any losses caused to the Trust and any Fund by the Sub-Custodian as if the Custodian was directly responsible for any such losses under the Terms of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the any Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of each of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s with respect to such arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the any Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the Fund's Funds' assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.protection

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub-custodians (ii) Eligible Foreign Custodians who are members of the Sub- Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub- Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors in connection with this AgreementCustodians, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Sub- Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed actioneligibility. (c) The Agreement between In performing its delegated responsibilities as foreign custody manager to place or maintain the Custodian and each Fund’s assets with a Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarterCustodian, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in will ensure that the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) . Prior to placing or maintaining the Fund’s assets with a Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping Custodian shall report to the Fund the material differences, if any, between custodial records, practices in the United States and the security and data protection practices; (ii) whether country in which the Fund’s assets will be held by the Sub-Custodian has as well as any material risks associated with the requisite financial strength to provide reasonable care for Fund assets; custodian practices of such country. (iiid) The agreement between the Sub-Custodian's general reputation Custodian and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the each Sub-Custodian acting hereunder shall contain similar provisions as set forth in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.Rule 17f-5(c)

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians that meet the requirements of a custodian under the 1940 Act to act as establish and maintain arrangements with (i) Eligible Securities Depositories or as sub(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian, a member of its network or an Eligible Securities Depository) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) In performing its delegated responsibilities as foreign custody manager to place or maintain the Fund’s assets with a Sub-Custodian, the Custodian will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Fund’s assets will be held by that Sub-Custodian, after considering all factors relevant to safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (d) The Agreement agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the withdrawal or placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with any Eligible Securities Depositories. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian arrangement that has ceased to meet the requirements of Rule 17f-5 or Rule 17f-7 under the 1940 Act, as applicable. (ef) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (fg) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and or Eligible Foreign Custodians who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian or Eligible Foreign Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with an Eligible Securities Depository. The Custodian must promptly notify the Fund or its investment advisor of any material change in these risks. (h) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Trust. In the event that extraordinary measures are required to collect such income, the Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Company shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as subSub-custodians to hold Securities and cash of the Fund in question and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the such Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund in question with a particular Sub-Custodian and of any material changes in the such Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the such Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the a Fund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund in question will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the each Fund's ’s assets with a particular Sub-Custodian (if applicable) and the contract governing the each Fund’s arrangements with such Sub-CustodianCustodian (if applicable).

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Company shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed actionTrust. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes change in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, The Company has authorized by appropriate corporate action and proposes to issue and sell in the Custodian may appoint one or more Sub-Custodians manner contemplated by this agreement not to act as Securities Depositories or as sub-custodians to hold Securities and cash exceed $____________ aggregate amount of the Fund and Company's Secured Medium-Term Notes, Series (Securities) registered pursuant to carry out such other provisions of this Agreement registration statement No. (as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreementdefined in Section 3(a) hereof). (b) IfSubject to the terms and conditions stated in this agreement, after the initial approval Company hereby appoints each of Sub-Custodians you as Agent for the purpose of offering and selling the Securities. The Company reserves the right to sell the Securities on its own behalf directly to investors and, from time to time, to appoint additional agents to sell the Securities, provided that the Company shall furnish the Agents with reasonable advance notification of the appointment of any additional agent to sell the Securities and further provided that such additional agents shall be required to execute distribution agreements in form and substance substantially similar to this agreement. The foregoing shall not be construed to prevent the Company from selling at any time its securities; provided, however, in the event the Company shall sell its First Mortgage Bonds during the period between the date an offer to purchase Securities is accepted by the Board Company under the terms and conditions of Directors this agreement, and the Settlement Date (as hereinafter defined) and such sale directly results in connection with this Agreementthe failure of a purchaser to pay for such Securities, the Custodian wishes Company shall be obligated to appoint other Sub-Custodians to hold property of pay the Fund, it will so notify Agent the Corporation and provide it with information reasonably necessary to determine any applicable commission for such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed actionSecurities as set forth in Exhibit B hereto. (c) The Agreement between On the Custodian basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, each Sub-Custodian acting hereunder shall contain Agent agrees, as agent of the required provisions Company, to use its reasonable best efforts when requested by the Company to solicit offers to purchase the Securities upon the terms and conditions set forth in Rule 17f-5(a)(1)(iiithe Prospectus (as defined in Section 3(a) hereof) and the Administrative Procedures attached hereto as Exhibit A, as they may be amended from time to time (Procedures). (d) At Administrative procedures relating to the end offer and sale of each calendar quarterthe Securities, the Custodian shall provide written reports notifying the Board issue and delivery of Directors of the placement of certificates representing the Securities and cash of payment for the Fund with a particular Sub-Custodian and of any material changes Securities are set forth in the Fund’s arrangementsProcedures. Each Agent and the Company agree to perform the respective duties and obligations to be performed by each of them as provided in the Procedures. The Custodian shall promptly take such steps as Procedures may be required amended only by a written agreement among the Company and the Agents. The Agents agree that the principal amount of Securities to withdraw assets of be offered and sold from time to time, the Fund from any Sub-Custodian that has ceased prices, the interest rates, the maturities, redemption provisions, if any, and other terms at which the Securities are to meet be offered and sold will be in compliance with limitations established by the requirements of Rule 17f-5 under Company with the 1940 ActAgents in accordance with the Procedures. (e) With respect to its responsibilities under this Promptly upon the Settlement Date (as defined in Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable4 hereof), the method Company will pay each Agent a commission as a result of keeping custodial records, a solicitation made by such Agent and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care not for Fund assets; (iii) the Sub-Custodian's general reputation and standing anda purchase by such Agent as principal, in the case form of a Securities Depositorydiscount, equal to the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue applicable percentage of the existence principal amount of any offices each Security sold by the Company as a result of the Sub-Custodian a solicitation made by such Agent as set forth in the United States or the Sub-Custodian's consent to service of process in the United StatesExhibit B hereto. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Fund shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2)(i). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: : (i) the Sub-CustodianSubCustodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Trustee hereby appoints, on the terms and subject to the conditions of this Agreement, Citibank, N.A., London Branch at its specified office in London as Principal Paying Agent and a Transfer Agent in respect of the Certificates and, subject to Clause 22.8 and Clause 22.9, as Calculation Agent for the following purposes: (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash determining certain periodic distribution amounts payable in respect of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement.Certificates; and (b) Ifdetermining the end of the Distribution Compliance Period applicable to each Tranche in accordance with Clause 7.6 to Clause 7.9. 2.2 The Trustee hereby appoints, after on the initial approval terms and subject to the conditions of Sub-Custodians by the Board of Directors in connection with this Agreement, Citibank, N.A., London Branch at its specified office in the Custodian wishes to appoint other Sub-Custodians to hold property United Kingdom as Registrar in respect of the FundCertificates. 2.3 Each Agent accepts its appointment, and agrees to act, as agent of the Trustee in relation to the Certificates and agrees to comply with the terms of this Agreement and the Conditions. Each Agent shall only be obliged to perform the duties specified for it will in this Agreement and the Conditions and shall have no implied duties. The obligations of the Agents under this Agreement are several and not joint. No Agent shall be obliged to perform additional duties unless it shall have previously agreed in writing to perform such duties. If the Conditions are amended on or after a date on which any Agent accepts any appointment in a way that affects the duties expressed to be performed by such Agent, such Agent shall not be obliged to perform such duties as so notify amended unless it has first approved in writing the Corporation relevant amendment to the Conditions. 2.4 Each Agent shall, on demand in writing by the Delegate made at any time after a Dissolution Event or a Potential Dissolution Event shall have occurred or the Certificates shall otherwise have become due and provide it with information reasonably necessary repayable and until further notified in writing by the Delegate to determine any such new Sub-Custodian's eligibility under Rule 17f-5 the contrary, so far as permitted by applicable law: (a) act as agent of the Delegate in relation to payments to be made under the 1940 ActMaster Trust Deed, including a copy the relevant Supplemental Trust Deed and the Certificates mutatis mutandis on the terms of this Agreement (save that the Delegate's liability under any provision of this Agreement for the indemnification, remuneration and payment of any expenses of any Agent shall be limited to the amounts for the time being held on trust under the Master Trust Deed and the relevant Supplemental Trust Deed in relation to the Certificates and available for the purpose) and thereafter hold all Certificates and all sums, documents and records held by them in respect of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting Certificates on behalf of the Board Delegate; and/or (b) deliver up all Certificates and all sums, documents and records held by them in respect of Directors next following receipt the Certificates to the Delegate or as the Delegate shall direct in such notice, provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation. 2.5 Pursuant to the Master Trust Deed, the Delegate may, by notice in writing to the Trustee, Majid Al Futtaim Properties, the Guarantor and the Agents require the Trustee, Majid Al Futtaim Properties or the Guarantor, as the case may be, to make all subsequent payments in respect of the Certificates to or to the order of the Delegate and not to the Principal Paying Agent with effect from the issue of any such notice and information give a written approval or disapproval until such notice is withdrawn. Any such payments shall be in full and final discharge of the proposed actionTrustee's, Majid Al Futtaim Properties' or the Guarantor's corresponding obligations in respect of the Certificates. 2.6 Each Agent ▇▇▇▇▇▇ agrees to accept its appointment by the Delegate upon receipt of the notice referred to in Clause 2.4. 2.7 The Agents are authorised by the United Kingdom Prudential Regulation Authority and regulated by the United Kingdom Financial Conduct Authority. Nothing in this Agreement shall require any Agent to carry on an activity of a kind specified by any provision of Part II (cother than article 5 (accepting deposits)) of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (Regulated Activities) Order 2001, or to lend money to the Trustee. 2.8 The Agreement between Trustee shall forthwith notify the Custodian Agents of any change in the person or persons comprising the Delegate. 2.9 The Trustee confirms and each Sub-Custodian acting hereunder shall contain Agent acknowledges that the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At rights of the end Trustee under this Agreement are held by the Trustee pursuant to the Master Trust Deed. In accordance with the terms of this Agreement, each calendar quarterAgent ▇▇▇▇▇▇ agrees to comply with instructions given to it by the Trustee or, as the case may be, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangementsDelegate. The Custodian Agents shall promptly take such steps as may be required entitled to withdraw assets of refrain from acting, without liability to the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3Trustee, the Custodian hereby warrants to Guarantor, the Corporation that it agrees to exercise reasonable careDelegate or any other person, prudenceif conflicting, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants unclear, incomplete or equivocal instructions are received, provided that the Fund's assets relevant Agent shall notify the Trustee, the Guarantor and the Delegate, as applicable, if it deems any instruction received to be conflicting, unclear, incomplete or equivocal, failing which it will be subject deemed to reasonable carehave accepted such instruction as non- conflicting, based on the standards applicable to custodians in the relevant marketunclear, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States incomplete or the Sub-Custodian's consent to service of process in the United Statesequivocal. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, Subject to the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities terms and cash conditions of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Primary Parties hereby appoint (i) Stifel to appoint other Sub-Custodians to hold property consult with, advise and assist the Primary Parties in connection with the sale of the FundOffer Shares in the Offering, it will so notify (ii) Stifel as sole book running manager and Sterne Agee as co-manager for the Corporation purpose of soliciting or receiving purchase orders for Offer Shares in connection with the sale of the Offer Shares in the Syndicated Community Offering, if applicable, and provide it (iii) Stifel as the managing underwriter and Sterne Agee as the co-manager in the Public Offering, if applicable. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of this Agreement, Stifel accepts such appointment and agrees to use its best efforts to assist the Primary Parties with information reasonably necessary the solicitation of subscriptions and purchase orders for the Offer Shares and agrees to determine any such new Subconsult with and advise the Primary Parties as to the matters set forth in Section 3 of the letter agreement, dated November 16, 2012, among the MHC, the Mid-Custodian's eligibility under Rule 17f-5 under Tier Holding Company and Stifel (the 1940 Act, including “Letter Agreement”) (a copy of which is attached hereto as Exhibit B), including the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting coordination of the Board of Directors next following receipt of such notice Syndicated Community Offering or Public Offering, and information give a written approval to solicit offers to purchase Offer Shares in the Syndicated Community Offering or disapproval of Public Offering. It is acknowledged by the proposed action. Primary Parties that the Agents (ci) The Agreement between shall not be obligated to purchase any Offer Shares, except as provided in the Custodian Underwriting Agreement, if applicable and each Sub-Custodian acting hereunder (ii) shall contain the required provisions not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or order. Except as set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarterSection 13 hereof, the Custodian shall provide written reports notifying the Board of Directors appointment of the placement Agents to provide services hereunder shall terminate upon consummation of the Securities Offering. If selected broker-dealers in addition to Stifel and cash Sterne Agee are used to assist in the sale of Offer Shares in the Syndicated Community Offering, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint Stifel as sole book running manager of the Fund with a particular SubSyndicated Community Offering, and Sterne Agee as co-Custodian manager. On the basis of the representations and warranties of any material changes the Primary Parties contained in, and subject to the terms and conditions of this Agreement, the Representative accepts such appointments and agrees to manage the selling group of broker-dealers in the Fund’s arrangementsSyndicated Community Offering. The Custodian shall promptly take such steps as may If undertaken, the Syndicated Community Offering will be required conducted in accordance with certain Commission rules applicable to withdraw assets best efforts offerings. If Offer Shares are offered to the general public in the Public Offering, in lieu of the Fund from any SubSyndicated Community Offering, at the request of the Holding Company, Stifel may enter into an underwriting agreement with the Holding Company (the “Underwriting Agreement”) (the form of which is attached hereto as Exhibit E) for the Public Offering in a form to be agreed upon by the Holding Company and Stifel. Stifel will serve as managing underwriter of the Public Offering and Sterne Agee will serve as co-Custodian that has ceased manager. Stifel will endeavor to meet distribute the Offer Shares among the selected underwriters, if any, in a fashion which best meets the distribution objectives of the Holding Company and the requirements of Rule 17f-5 under the 1940 Act. (e) With respect Plan, which may result in limiting the allocation of stock to its responsibilities under this Section 3.3, certain selected underwriters. It is understood that in no event shall Stifel be obligated to enter into the Custodian hereby warrants Underwriting Agreement or to take or purchase Offer Shares except pursuant to the Corporation that it agrees Underwriting Agreement. The Underwriting Agreement will not be entered into by Stifel and the Primary Parties until immediately prior to exercise reasonable care, prudencethe completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and diligence such which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, Stifel as a person having responsibility for Representative will represent that they have received sufficient indications of interest to complete the safekeeping of property transaction. Pursuant to the terms of the Fund. The Custodian further warrants that Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the Fund's assets execution of the Underwriting Agreement, Stifel and any other underwriters will be obligated to purchase all the shares subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesPublic Offering. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f‑5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. ‌ 3.1 The Trustees and the IsDB hereby appoint, on the terms and subject to the conditions of this Agreement: (a) In CSC Capital Markets (Jersey) Limited at its discretionSpecified Office in Jersey as registrar, the Custodian may appoint one or more Sub-Custodians to act transfer agent and as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement.replacement agent; and (b) IfHSBC Bank plc at its Specified Office in London as calculation agent for the purpose of determining certain periodic amounts payable in respect of a Series of Trust Certificates if it shall have received (in draft or final form) the relevant Final Terms naming it as Calculation Agent no later than three Business Days before the proposed issue date or, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreementif earlier, the Custodian wishes first date on which it is required to appoint other Sub-Custodians make any calculation or determination and shall not have notified the relevant Trustee that it does not wish to hold property be so appointed within one Business Day of such receipt. 3.2 Each Agent accepts its appointment as agent of the Fund, it will so notify relevant Trustee and the Corporation IsDB in relation to each Series of Trust Certificates and provide it agrees to comply with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 the terms of this Agreement (including Schedule 5 (Obligations regarding Trust Certificates held under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (cNSS) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of the Principal Paying Agent and the Registrar where the relevant Trust Certificates are held under the NSS). Each Agent further agrees to perform the duties specified for it in the other Programme Documents and any Transaction Documents. The obligations of the Agents are several and not joint. 3.3 Each Agent shall, on demand in writing by the Delegate made at any time after a Securities DepositoryDissolution Event or an event which, with the giving of notice or lapse of time or issue of certificate, would constitute a Dissolution Event, has occurred and until notified in writing by the Delegate to the contrary, so far as permitted by applicable law: (a) act as Agent of the Delegate under the Master Trust Deed, the Securities Depositoryrelevant Supplemental Trust Deed(s) and the relevant Trust Certificates on the terms of this Agreement (with consequential amendments as necessary and except that the Delegate's operating history liability under this Agreement for the indemnification, remuneration and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue expenses of the existence of any offices Agents will be limited to the amounts for the time being held by the Delegate in respect of the Sub-Custodian relevant Trust Certificates on the terms of the Master Trust Deed) and thereafter to hold all relevant Trust Certificates and all moneys, documents and records held by them in respect of the United States relevant Trust Certificates to the order of the Delegate; or (b) deliver all the Trust Certificates of the relevant Series and all moneys, documents and records held by them in respect of such Series of Trust Certificates to the Delegate or as the Sub-Custodian's consent to service of process Delegate directs in the United Statessuch demand. 3.4 HSBC Bank plc is authorised by the Prudential Regulation Authority (fPRA) The Custodian shall establish a system to monitor and regulated by the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian Financial Conduct Authority and the contract governing PRA. Nothing in this Agreement shall require HSBC Bank plc to carry on an activity of the Fund’s arrangements with such Sub-Custodiankind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, or to lend money to the Trustees.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the a Fund and to carry out such other provisions of this Agreement as it may determine, Agreement; provided, however, that the appointment of any such agents and maintenance of any Securities and or cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreementof a Company, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such the Sub-Custodian. The Corporation Company shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of each Company of the placement of the Securities and cash of the each Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangementsCustodian. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation each Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as of a reasonably careful, prudent and diligent person having responsibility for the safekeeping of property of the Fundfund assets would exercise. The Custodian further warrants that the Fund's assets each Sub-Custodian will be subject to reasonable care, based on the standards applicable to custodians in same standard of care as the relevant market, if maintained with each Sub-Custodian, after Custodian considering all factors relevant to the safekeeping of such fund assets, including, without limitation: (i) the Sub-Sub- Custodian's practices, procedures, procedures and internal controls, controls for certificated securities (if applicable), the method of keeping custodial records, records and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund Company will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as Custodian by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States, or otherwise. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's assets with a particular Sub-Custodian and shall monitor the Sub-Custodian's performance with respect to the contract governing the Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as establish and maintain arrangements with (i) any Securities Depositories Depository or as sub(ii) Sub-custodians Custodian or member of a Sub-Custodian’s network to hold Securities and cash of the Fund each Trust and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund each Trust shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians (regardless of whether assets are maintained in the custody of a Sub-Custodian or a member of its network) appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval appointment of Sub-Custodians by the Board each Trust, on behalf of Directors its series, in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fundeach Trust, it will so notify each Trust and make the Corporation and provide it with information reasonably necessary determinations as to determine any such new Sub-Custodian's ’s eligibility as a custodian under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice applicable rules and information give a written approval or disapproval of the proposed actionregulations. (c) The Agreement between In performing its delegated responsibilities as foreign custody manager to place or maintain each Trust’s assets with a Sub-Custodian, the Custodian and will determine that each Trust’s assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which each Trust’s assets will be held by that Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)Custodian, after considering all factors relevant to safekeeping of such assets. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors each Trust of the withdrawal or placement of the Securities and cash of the Fund each Trust with a particular Sub-Custodian and of any material changes in the Fundeach Trust’s arrangements. The Custodian Such reports shall promptly take such steps as may be required to withdraw assets include an analysis of the Fund from custody risks associated with maintaining assets with any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 ActSecurities Depository. (e) With respect to its responsibilities under this Section 3.33.03, the Custodian hereby warrants to the Corporation each Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fundeach Trust. The Custodian further warrants that the Fund's each Trust’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund Trust assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund each Trust will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system or ensure that its Sub-Custodian has established a system to monitor on a continuing basis (i) the appropriateness of maintaining the Fund's each Trust’s assets with a particular Sub-Custodian and who is a member of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fundeach Trust’s arrangements with such Sub-Custodian or members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with a Securities Depository. The Custodian must promptly notify each Trust of any material change in these risks. (g) The Custodian shall use commercially reasonable efforts to collect all income and other payments with respect to Foreign Securities to which each Trust shall be entitled and shall credit such income, as collected, to each Trust. In the event that extraordinary measures are required to collect such income, each Trust and Custodian shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the each Fund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the a Fund's ’s assets with a particular Sub-Custodian and the contract governing the a Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, Subject to the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities terms and cash conditions of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes Primary Parties hereby appoint Stifel (i) to appoint other Sub-Custodians to hold property consult with, advise and assist the Primary Parties in connection with the sale of the FundOffer Shares in the Offering, it will so notify (ii) as sole book running manager and Sterne Agee as co-manager for the Corporation purpose of soliciting or receiving purchase orders for Offer Shares in connection with the sale of the Offer Shares in the Syndicated Community Offering, if applicable, and provide it (iii) as the managing underwriter in the Public Offering, if applicable. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of this Agreement, Stifel accepts such appointment and agrees to use its best efforts to assist the Primary Parties with information reasonably necessary the solicitation of subscriptions and purchase orders for the Offer Shares and agrees to determine any such new Subconsult with and advise the Primary Parties as to the matters set forth in Section 3 of the letter agreement, dated November 16, 2012, among the MHC, the Mid-Custodian's eligibility under Rule 17f-5 under Tier Holding Company and Stifel (the 1940 Act, including “Letter Agreement”) (a copy of which is attached hereto as Exhibit B), including the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting coordination of the Board of Directors next following receipt of such notice Syndicated Community Offering or Public Offering, and information give a written approval to solicit offers to purchase Offer Shares in the Syndicated Community Offering or disapproval of Public Offering. It is acknowledged by the proposed action. Primary Parties that the Agents (ci) The Agreement between shall not be obligated to purchase any Offer Shares, except as provided in the Custodian Underwriting Agreement, if applicable and each Sub-Custodian acting hereunder (ii) shall contain the required provisions not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or order. Except as set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarterSection 13 hereof, the Custodian shall provide written reports notifying the Board of Directors appointment of the placement Agents to provide services hereunder shall terminate upon consummation of the Securities Offering. If selected broker-dealers in addition to Stifel and cash Sterne Agee are used to assist in the sale of Offer Shares in the Syndicated Community Offering, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint Stifel as sole book running manager of the Fund with a particular SubSyndicated Community Offering, and Sterne Agee as co-Custodian manager. On the basis of the representations and warranties of any material changes the Primary Parties contained in, and subject to the terms and conditions of this Agreement Stifel and Sterne Agee accept such appointment and agree to manage the selling group of broker-dealers in the Fund’s arrangementsSyndicated Community Offering. The Custodian shall promptly take such steps as may If undertaken, the Syndicated Community Offering will be required conducted in accordance with certain Commission rules applicable to withdraw assets best efforts offerings. If Offer Shares are offered to the general public in the Public Offering, in lieu of or subsequent to the Syndicated Community Offering, at the request of the Fund from any Sub-Custodian that has ceased Holding Company, Stifel may, in its sole discretion, enter into an underwriting agreement with the Holding Company (the “Underwriting Agreement”) (the form of which is attached hereto as Exhibit E) for the Public Offering in a form to meet be agreed upon by the Holding Company and Stifel. Stifel will serve as managing underwriter of the Public Offering. Stifel will endeavor to distribute the Offer Shares among the selected underwriters, if any, in a fashion which best meets the distribution objectives of the Holding Company and the requirements of Rule 17f-5 under the 1940 Act. (e) With respect Plan, which may result in limiting the allocation of stock to its responsibilities under this Section 3.3, certain selected underwriters. It is understood that in no event shall Stifel be obligated to enter into the Custodian hereby warrants Underwriting Agreement or to take or purchase Offer Shares except pursuant to the Corporation that it agrees Underwriting Agreement. The Underwriting Agreement will not be entered into by Stifel and the Primary Parties until immediately prior to exercise reasonable care, prudencethe completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and diligence such as a person having responsibility for which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company will represent that they have received sufficient indications of interest to complete the safekeeping of property transaction. Pursuant to the terms of the Fund. The Custodian further warrants that Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the Fund's assets execution of the Underwriting Agreement, Stifel and any other underwriters will be obligated to purchase all the shares subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesPublic Offering. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretionEach Class A Revolving Lender hereby authorizes Deutsche Bank AG, the Custodian may appoint one or more Sub-Custodians New York Branch to act as Securities Depositories or Administrative Agent to the Class A Revolving Lenders hereunder and under the other Credit Documents and each Class A Revolving Lender hereby authorizes Deutsche Bank AG, New York Branch, in such capacity, to act as sub-custodians its agent in accordance with the terms hereof and the other Credit Documents. Each Lender hereby authorizes Deutsche Bank AG, New York Branch, to hold Securities act as the Collateral Agent on its behalf under the Credit Documents. DBSI is hereby appointed Syndication Agent and cash of Documentation Agent hereunder. Each Agent hereby agrees to act upon the Fund express conditions contained herein and to carry out such the other Credit Documents, as applicable. The provisions of this Agreement Section 8 are solely for the benefit of Agents and Lenders and neither Company nor Holdings shall have any rights as it may determine, provided, however, that the appointment a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions thereof. In performing its functions and duties hereunder, each Agent (other than Administrative Agent) shall be at the Custodian's expense act solely as an agent of Lenders and does not assume and shall not relieve the Custodian be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its obligations or liabilities under this Agreement. (b) IfSubsidiaries. In performing its functions and duties hereunder, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property Administrative Agent shall act solely as an agent of the FundClass A Revolving Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Class B Revolving Lender, it will so notify the Corporation and provide it with information reasonably necessary to determine Holdings or any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodianits Subsidiaries. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval On or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants prior to the Corporation that it agrees first date upon which any Class B Revolving Lender makes a Class B Revolving Loan to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject Company pursuant to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicableSection 2.1(a)(ii), the method Class B Revolving Lenders hereby agree to appoint an agent to act on behalf of keeping custodial records, the Class B Revolving Lenders in accordance with the terms hereof and the security other Credit Documents (the “Class B Agent”). Upon any such appointment of a Class B Agent, any delivery, notice or similar requirement to be sent to or received from the Class B Revolving Lenders hereunder or in any other Credit Document shall instead be sent to or received from the Class B Agent, on behalf of the Class B Revolving Lenders. In performing its functions and data protection practices; (ii) whether duties hereunder, the Sub-Custodian has Class B Agent shall act solely as an agent of the requisite financial strength Class B Revolving Lenders and does not assume and shall not be deemed to provide reasonable care have assumed any obligation towards or relationship of agency or trust with or for Fund assets; (iii) any Class A Managing Agent, Class A Revolving Lender, Holdings or any of its Subsidiaries. Each of Syndication Agent and Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Sub-Custodian's general reputation and standing andOriginal Closing Date, DBSI, in the case its capacity as Syndication Agent or in its capacity as Documentation Agent, shall not have any obligations but shall be entitled to all benefits of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United Statesthis Section 8. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed actionCorporation. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes change in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Sub- Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the each Fund and to carry out such other provisions of this Agreement and any Addendum as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the each Fund shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board Boards of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the each Fund, it will so notify the Corporation Tocqueville Funds and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Tocqueville Funds shall at the meeting of the Board Boards of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5(c)(2). (d) At the end of each calendar quarter, and at any other time as the Board of Directors shall deem necessary and reasonable, the Custodian shall provide written reports notifying the Board Boards of Directors Trustees of the placement of the Securities and cash of the each Fund with a particular Sub-Custodian and of any material changes in the each Fund’s 's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the each Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Tocqueville Funds that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the each Fund. The Custodian further warrants that the a Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the each Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the each Fund's assets with a particular Sub-Custodian and the contract governing the each Fund’s 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, ; provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable for the actions of any Sub-Custodians appointed by it as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Fund and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at At the meeting of the Board of Directors Trustees next following receipt of such notice and information information, the Fund shall give a its written approval or disapproval of the proposed action. (c) The Each Agreement between the Custodian and each a Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii)17f-5(c)(2) under the ▇▇▇▇ ▇▇▇. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Fund that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, care if maintained with each a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, controls for certificated securities (if applicable), the its method of keeping custodial records, and the its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement Agreements as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Of Trustees in connection with this Agreement, by the Custodian wishes wished to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Of Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii17f-5 (a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds’ arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Funds from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 14f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; : (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract cotnract governing the Fund’s Funds' arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion▇.▇. ▇▇▇▇▇▇ Securities Inc. is hereby appointed Arranger hereunder, the Custodian may appoint one or more Sub-Custodians and each Lender hereby authorizes Arranger to act as Securities Depositories or its agent in accordance with the terms of this Agreement and the other Loan Documents. JPMorgan Chase Bank is hereby appointed Administrative Agent hereunder and under the other Loan Documents and each Lender hereby authorizes Administrative Agent to act as sub-custodians its agent in accordance with the terms of this Agreement and the other Loan Documents. Bank One is hereby appointed Syndication Agent hereunder. Comerica is hereby appointed Documentation Agent hereunder. Each Lender hereby authorizes and confirms the appointment by Administrative Agent of JPMorgan Chase Bank as Collateral Agent under the Collateral Documents and each Lender hereby authorizes Collateral Agent to hold Securities act as its agent in accordance with the terms of this Agreement and cash of the Fund other Loan Documents. Each Agent hereby agrees to act upon the express conditions contained in this Agreement and to carry out such the other Loan Documents, as applicable. The provisions of this Agreement Section 9 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as it may determine, provided, however, that the appointment a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions thereof. In performing its functions and duties under this Agreement, each Agent shall be at the Custodian's expense act solely as an agent of Lenders and does not assume and shall not relieve the Custodian be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Arranger, without consent of or notice to any party hereto, may assign any and all of its rights or obligations or liabilities under this Agreement. (b) If, after the initial approval hereunder to any of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property its Affiliates. As of the Fund, date on which Arranger notifies Borrowers that it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy has concluded its primary syndication of the proposed agreement with such Sub-CustodianLoans and Commitments, all obligations of ▇.▇. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter▇▇▇▇▇▇ Securities, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing andInc., in the case of a Securities Depositoryits capacity as Arranger hereunder, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will shall terminate. Bank One, in its capacity as Syndication Agent, shall have jurisdiction over and be able to enforce judgments against the Sub-Custodianno obligations hereunder. Comerica, such in its capacity as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesDocumentation Agent, shall have no obligations hereunder. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. The Issuer shall maintain (i) an office or agency in the City of London, England where Definitive Registered Notes may be presented for registration of transfer or for exchange; (ii) an office or agency in the City of London, England where Notes may be presented for payment; (iii) an office or agency in the Borough of Manhattan, the City of New York, State of New York where Notes may be presented for payment; (iv) when and for so long as the Notes are listed on the Luxembourg Stock Exchange, an office or agency in Luxembourg where Definitive Registered Notes may be presented for transfer or for exchange and for payment thereof; (v) an office or agency where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served; and (vi) an office or agency in the location where the Common Depositary holds the Global Notes where annotation of increases and decreases of the principal amount of Global Notes shall be made. The office or agency referred to in clause (i) above shall be referred to as the "REGISTRAR," the office or agency referred to in clause (ii) above shall be referred to as the "PRINCIPAL PAYING AGENT," the office or agency referred to in clause (iii), shall be referred to as the "NEW YORK PAYING AGENT," the office or agency referred to in clause (iv) shall be referred to as the "LUXEMBOURG PAYING AGENT," and each office or agency referred to in clauses (i), (ii) and (iii) above shall be referred to as a "PAYING AGENT." In addition, if the conclusions of the ECOFIN Council meeting of 26-27 November 2000, are implemented, the Issuer shall maintain a Paying Agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings implementing such conclusions or any law implementing or complying with, or introduced to confirm to, such directive. If the Issuer makes any change in the Paying Agents or the Registrar, the Issuer will give notice to the Principal Paying Agent, upon receipt of which the Principal Paying Agent (at the expense of the Issuer) will publish a notice of a change of Paying Agent or Registrar in a newspaper having a general circulation in Luxembourg (which is expected to be the LUXEMBOURGER WORT). For the avoidance of doubt, upon the issuance of Definitive Registered Notes, Holders shall be able to receive principal and interest on the Notes and shall be able to transfer Definitive Registered Notes at the Luxembourg office of such paying and transfer agent, subject to the right of the Issuer to mail payments in accordance with the terms of this Indenture. Claims against the Issuer for the payment of principal, or Additional Amounts, if any, on the Notes shall be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer for the payment of interest on the Notes shall be prescribed five years after the applicable due date for payment of interest. The Registrar shall keep a register (the "REGISTER") of the Holders of the Notes and of the transfer and exchange of Notes and a copy of such Register shall be kept at the registered office of the Issuer. Pursuant to the Paying Agency Agreement, the Issuer shall initially appoint (a) In its discretionThe Bank of New York at One Canada Square, 48th Floor, London E14 5AL as the Custodian Principal Paying ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇) ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇k at 101 Barclay Street, Floor 21 West, New York, NY 10286 as the New York ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ (c) The Bank of New York (Luxembourg) S.A. as the Luxembourg Paying Agent and Registrar. The Issuer may appoint one or more Subco-Custodians to act Registrars and one or more additional Paying Agents and the terms "REGISTRAR" and "PAYING AGENT" shall include any such additional co-Registrar or Paying Agent, as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determineapplicable; PROVIDED, provided, howeverHOWEVER, that in no event may the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's expense and shall not relieve the Custodian of Issuer or any of its obligations or liabilities under this Agreement. (b) If, Affiliates act as Paying Agent. The Issuer shall notify the Trustee of the name and address of any Agent appointed after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed actionIssue Date. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians FSFP is hereby appointed Collateral Agent hereunder to act on behalf of all Lenders as Securities Depositories or collateral agent under this Agreement and the Related Documents. Union Bank is hereby appointed Administrative Agent hereunder to act on behalf of all Lenders as sub-custodians to hold Securities administrative agent under this Agreement and cash of the Fund and to carry out such other Related Documents. The provisions of this Agreement subsection 15.2 are solely for the benefit of Agents and Lenders and no Person shall have any rights as it may determine, provided, however, that the appointment a third party beneficiary of any such agents and maintenance of any Securities and cash of the Fund provisions hereof. In performing their respective functions and duties under this Agreement and the Related Documents, each Agent shall be at the Custodian's expense act solely as an agent of Lenders and does not assume and shall not relieve the Custodian be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, either Agent in its individual capacity as a Lender hereunder. Each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder. Either Agent may resign at any time by giving thirty (30) days prior written notice thereof to each Lender and Borrower. Upon any such resignation, the Requisite Lenders shall have the right, upon five days notice to Borrower, to appoint a successor Agent who is a Lender or liabilities an Eligible Assignee. Upon acceptance of appointment, the successor Agent shall succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent under this Agreement. Agreement and the Related Documents, and the retiring Agent shall be discharged from its duties and obligations under this Agreement and the Related Documents. If either Agent shall request instructions from the Requisite Lenders with respect to any act or action (bincluding failure to act) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this AgreementAgreement or any Related Document, the Custodian wishes then such Agent shall be entitled to appoint other Sub-Custodians refrain from such act or taking such action unless and until such Agent shall have received instructions from Requisite Lenders; and such Agent shall not incur liability to hold property any Person by reason of the Fund, it will so notify the Corporation and provide it with information reasonably necessary refraining. Each Agent shall be fully justified in failing or refusing to determine take any action hereunder or under any Related Document (a) if such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation that it agrees to exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing andaction would, in the case opinion of such Agent be contrary to law or the terms of this Agreement or any Related Document or (b) if such Agent shall not first be indemnified to its satisfaction by Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against either Agent as a Securities Depository, result of such Agent acting or refraining from acting hereunder or under any Related Document in accordance with the Securities Depository's operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue instructions of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United StatesRequisite Lenders. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund shall be at the Custodian's ’s expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Corporation Company and provide it with information reasonably necessary to determine any such new Sub-Custodian's ’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Company shall at the meeting of the Board of Directors next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Company that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund. The Custodian further warrants that the a Fund's ’s assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's ’s practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's ’s general reputation and standing and, in the case of a Securities Depository, the Securities Depository's ’s operating history and number of participants; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's ’s consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's ’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of the Fund Funds and to carry out such other provisions of this Agreement as it may determine, provided, however, that the appointment of any such agents and maintenance of any Securities and cash of the Fund Funds shall be at the Custodian's expense and shall not relieve the Custodian of any of its obligations or liabilities under this Agreement. (b) If, after the initial approval of Sub-Custodians by the Board of Directors Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundFunds, it will so notify the Corporation Trust and provide it with information reasonably necessary to determine any such new Sub-Custodian's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. The Corporation Trust shall at the meeting of the Board of Directors Trustees next following receipt of such notice and information give a written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Directors Trustees of the placement of the Securities and cash of the Fund Funds with a particular Sub-Custodian and of any material changes in the Fund’s Funds' arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the a Fund from any Sub-Custodian that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Corporation Trust that it agrees to exercise reasonable care, prudence, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundFunds. The Custodian further warrants that the Fund's a Funds' assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian's practices, procedures, and internal controls, for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian's general reputation and standing and, in the case of a Securities Depository, the Securities Depository's operating history and number of participants; and (iv) whether the a Fund will have jurisdiction over and be able to enforce judgments against the Sub-Custodian, such as by virtue of the existence of any offices of the Sub-Custodian in the United States or the Sub-Custodian's consent to service of process in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund's Funds' assets with a particular Sub-Custodian and the contract governing the Fund’s Funds' arrangements with such Sub-Custodian.