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. 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 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its 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(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 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 Fund Trust that it agrees to exercise reasonable care, 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 assets will be subject to reasonable care if maintained with 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), its method of keeping custodial records, and 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; (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 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 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 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 Trustees 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 Fund 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. At The Company shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund Company that it agrees to exercise reasonable care, 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 care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(217f-5(a)(1) under the 1940 Act(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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. 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 Trustees 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 Fund 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. At the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund Company shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund Company that it agrees to exercise reasonable care, 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 if maintained with 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 for certificated securities (if applicable), its method of keeping custodial records, and 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 '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 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 taken by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Funds shall give its 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Funds 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 if maintained with 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), its method of keeping custodial records, and 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. (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 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 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 FundFunds, it will so notify KCM and the Fund 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. At KCM shall at the meeting of the Board of Directors/Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-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 Fund KCM and Funds 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 Trustees 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 Fund 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. At The Company shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion2.1 The Issuer and, for the purposes of Clause 7 only, the Custodian Trustee hereby appoint, on the terms and subject to the conditions of this Agreement: 2.1.1 Citibank, N.A., London Branch as principal paying agent (the “Principal Paying Agent”) in respect of the Notes in accordance with the Conditions; and 2.1.2 Citibank, N.A., London Branch as calculation agent (the “Calculation Agent”) for the purpose of determining certain amounts payable in respect of the Notes in accordance with the Conditions, in each case acting at its Specified Office. 2.2 The Principal Paying Agent, the Calculation Agent and any other Agent or Agents as may appoint one or more Sub-Custodians be appointed from time to time are together referred to as the “Agents”. 2.3 Each Agent accepts its appointment, and agrees to act, as agent of the Issuer and, for the purposes of Clause 7 only, the Trustee in relation to the Notes and agrees to comply with the terms of this Agreement. References to the Agents are to them acting solely through their Specified Office. Each Agent further agrees to perform the duties specified for it in the Conditions. The obligations of the Agents are several and not joint. 2.4 The Principal Paying Agent undertakes to the Issuer that it will, in connection with the issue of the Notes, perform the duties which are stated to be performed by it in Schedule 1. Each of the Agents (other than the Principal Paying Agent) agrees that if any information required by the Principal Paying Agent to perform the duties set out in Schedule 1 becomes known to it, it will, as soon as reasonably practicable, provide such information to the Principal Paying Agent. 2.5 The Issuer hereby authorises and instructs the Principal Paying Agent to elect Euroclear and/or Clearstream, Luxembourg as common safekeeper (the “Common Safekeeper”). The Issuer acknowledges that any such election is subject to the right of Euroclear and Clearstream, Luxembourg to jointly determine that the other shall act as Securities Depositories or as sub-custodians Common Safekeeper and agrees that no liability shall attach 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 Principal Paying Agent in respect 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 election made by it as if such actions had been done by the Custodianit. (b) If, after the initial approval of Sub-Custodians by the Board 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Trust shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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 applicable17f 5(c), its method of keeping custodial records, and 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 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 '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 Trustees 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its 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(c)(2) under the 1940 ActCustodian, 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 Trustees 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 Fund Trust and the Trust Administrator that it agrees to exercise reasonable care, 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 if maintained with 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 for certificated securities (if applicable), its method of keeping custodial records, and 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 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 's genera 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 '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 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 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 (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 duties hereunder, the Class B Agent shall act solely as an agent of the Class 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, 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 Original Closing Date, DBSI, in its capacity as Syndication Agent or liabilities under this Agreement. The Custodian in its capacity as Documentation Agent, shall not have any obligations but shall be liable for the actions entitled to all benefits 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 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 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 Trustees 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 Fund Funds and provide it them 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Funds shall give its their 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 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 Fund Funds 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 if maintained with 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), its method of keeping custodial records, and 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 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 discretionEach Lender hereby appoints (i) each of BNP, Chinatrust, CACIB, CS, ▇.▇. ▇▇▇▇▇▇, NATIXIS and Shinhan as a Mandated Lead Arranger hereunder; and (ii) ICBC as the Custodian may appoint one or more Sub-Custodians Lead Arranger hereunder, and each Lender hereby authorizes each such Person to act as Securities Depositories a Mandated Lead Arranger or Lead Arranger in accordance with the terms hereof and the other Credit Documents. BNP Paribas Hong Kong Branch is hereby appointed the Facility Agent and the Security Agent hereunder and under the other Credit Documents and each Lender hereby authorizes BNP Paribas Hong Kong Branch to act as sub-custodians the Facility Agent and the Security Agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to hold Securities act in its capacity as such upon the express conditions contained herein and cash the other Credit Documents, as applicable. Without limiting the generality of the Fund and to carry out such other provisions of in the Credit Documents, each Agent shall promptly notify the other Finance Parties if it receives notice from a Credit Party or a Lender referring to this Agreement as describing a Default or it may determine; provided, however, that is aware of the appointment non-payment 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 principal, interest or liabilities other fee payable to a Finance Party under this Agreement. The Custodian provisions of Section 9 are solely for the benefit of the Agents and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the 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 the Borrower or any of its Subsidiaries. Each Mandated Lead Arranger and Lead Arranger, 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. None of BNP, Chinatrust, CACIB, CS, ▇.▇. ▇▇▇▇▇▇, NATIXIS and Shinhan in its capacity as a Mandated Lead Arranger, nor ICBC in its capacity as the Lead Arranger, shall have any obligations arising under any Credit Document, but shall be liable for entitled to all benefits of Section 9 and elsewhere in the actions of any Sub-Custodians appointed by it as if such actions had been done by Credit Documents to the Custodianextent provided therein. (b) If, after Each Lender hereby authorizes the initial approval Facility Agent to enter into the Intercreditor Agreement for and on behalf of Sub-Custodians by such Lender. Upon the Board Facility Agent’s execution of Trustees in connection with this the Intercreditor Agreement, the Custodian wishes each Lender hereby agrees to appoint other Sub-Custodians to hold property be bound by all of the Fundterms, it will so notify the Fund provisions 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and of any material changes conditions 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 Fund that it agrees to exercise reasonable care, prudence and diligence such Intercreditor Agreement 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 if maintained with 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), its method of keeping custodial records, and 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“Senior Lender” party thereto. (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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundPortfolio. The Custodian further warrants that the Fund’s a Portfolio's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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 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 '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 Portfolio'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. 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 Trustees 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 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. At the meeting of the Board of Trustees Managers next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 determinebe; 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 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 Custodianterms and conditions thereof. (b) If, after the initial approval of Sub-Custodians by the Board 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 Trustees 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 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. At the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund that it agrees to exercise reasonable care, 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 assets will be subject to reasonable care if maintained with 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), its method of keeping custodial records, and 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 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 Trustees 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 Fund 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. At The Corporation shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 discretionThe Fiscal Agent, the Custodian may Paying Agents and the Calculation Agent initially appointed by the Issuer and their respective specified offices are listed below. The Fiscal Agent, the Paying Agents and the Calculation Agent(s), act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Note holder or Couponholder. The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent and the Calculation Agent(s) and to appoint additional or other Paying Agents, provided that the Issuer shall at all times maintain (i) a Fiscal Agent (ii) one or more Sub-Custodians Calculation Agent(s) where the Conditions so require, (iii) Paying Agents having specified offices in at least two major European cities which (A) so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such Stock Exchange so require, shall be Luxembourg and (B) provided the Notes are listed on the Paris Stock Exchange and the rules of such Stock Exchange so require, shall be Paris, and a Paying Agent having a specified office in a major European city outside France, (iv) a paying Agent with a specified office in a European Union member state that will not be obliged to act as Securities Depositories withhold or as sub-custodians deduct tax pursuant to hold Securities and cash European Council Directive 2003/48/EC or any European Union Directive implementing the conclusions of the Fund ECOFIN Council meeting of 26th-27th November, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to such Directive (which may be any of the Paying Agents referred to in (iii) above) and to carry out (v) 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 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 by the rules of any other stock exchange on which 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 3.3Notes may be listed. In addition, the Custodian hereby warrants issuer shall forthwith appoint a Paying Agent in New York City in respect of any Notes denominated in U.S. dollars in the circumstances described in paragraph (c) above. Notice of any such change or any change of any specified office shall promptly be given to the Fund 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 if maintained Noteholders in accordance with 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), its method of keeping custodial records, and 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 StatesCondition 13 below. (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 '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 Trustees in connection with Directors 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 Fund Company 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its 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(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund Company 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 if maintained with 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 for certificated securities (if applicable)controls, its method of keeping custodial records, and 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; 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 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 '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. 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, or certificated securities (if applicable), its the method of keeping custodial records, and its 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-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 '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-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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 if maintained with 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), its method of keeping custodial records, and 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 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 '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 Trustees 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 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. At the meeting of the Board of Trustees Managers next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 's assets will be subject to reasonable care if maintained with 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 for certificated securities (if applicable), its method of keeping custodial records, and 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 '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 '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 Trustees 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Sub- Custodian’s 's practices, procedures, and internal controls controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 '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 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 Fund Tocqueville 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. At The Tocqueville Funds shall at the meeting of the Board Boards of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (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 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 Fund Tocqueville Funds that it agrees to exercise reasonable care, 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 care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 '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 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 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 Trustees 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 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. At the meeting of the Board of Trustees Managers next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act1▇▇▇ ▇▇▇. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 '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 Trustees 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 Fund 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. At the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund Company shall give 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(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 's assets will be subject to reasonable care if maintained with 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 for certificated securities (if applicable), its method of keeping custodial records, and 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 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, and shall at the Custodian's direction, remove any bank or trust company which has been appointed as an agent, and shall in either case promptly notify the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash the Fund in writing of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment completion of any such action. The agents and maintenance of any Securities and cash of which the Fund has approved to date are set forth in Schedule B hereto. Schedule B shall be at the Custodian’s expense and shall not relieve the Custodian of any of its obligations amended from time to time as approved agents are changed, added or liabilities under this Agreementdeleted. The Custodian shall be liable 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 actions of any Fund to give the approval required by the preceding paragraph and for the Sub-Custodians appointed by it as if Custodian to complete the appropriate contractual and technical arrangements with such actions had been done agent. The engagement by the CustodianSub-Custodian of one or more agents shall not relieve the Sub-Custodian of its responsibilities or liabilities hereunder. (b) If, after the initial approval of 17f-5 Sub-Custodians by the Board of Trustees in connection with this AgreementCustodians. Securities, the Custodian wishes to appoint funds and other Sub-Custodians to hold property of the FundFund may be held by sub-custodians appointed pursuant to the provisions of this Section 2.11 (each, it will so notify the Fund and provide it with information reasonably necessary to determine any such new a "17f-5 Sub-Custodian’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian"). At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain may, at any time and from time to time, appoint any bank or trust company (that meets the required provisions set forth in Rule 17f-5(c)(2) requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 Act. (d) At and the end of each calendar quarterrules and regulations thereunder, the Custodian shall provide written reports notifying the Board of Trustees of the placement including without limitation Rule 17f-5 thereunder, or that has received an order of the Securities and cash Exchange Commission ("SEC") exempting it from any of the Fund with such requirements that it does not meet) to act as a particular 17f-5 Sub-Custodian and of any material changes in for the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of , provided that the Fund from shall have approved in writing (1) any such 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 offices or branches at which the 17f-5 Sub-Custodian that has ceased is authorized to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3hold securities, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable care, prudence cash 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 if maintained with 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), its method of keeping custodial records, and its 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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 '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 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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Company shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 arrangements with such Sub-Custodian.

Appointment of Agents. In connection with the Project, DOE hereby appoints: (a) In The U.S. Department of Energy, an agency of the United States of America, acting through its discretionLoan Programs Office, the Custodian may appoint one or more Sub-Custodians its designee to act as Securities Depositories or Loan Servicer and authorizes it to (i) exercise such rights, powers, authorities and discretions as sub-custodians are specifically delegated to hold Securities the Loan Servicer by the terms of this Loan Guarantee Agreement and cash the other Loan Documents, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto, and (ii) further delegate, in the Loan Servicer's sole discretion, any of the Fund foregoing rights, powers, authorities and discretions 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 AgreementLoan Servicer. The Custodian shall be liable for the actions of any Sub-Custodians appointed Loan Servicer, by it as if its signature below, accepts such actions had been done by the Custodianappointment. (b) IfMidland or, after with the initial approval of Sub-Custodians Loan Servicer's consent, its designee, to act as Collateral Agent and: (i) authorizes it to exercise such rights, powers, authorities and discretions as are specifically delegated to the Collateral Agent by the Board terms of Trustees in connection with this AgreementLoan Guarantee Agreement and the other Loan Documents, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed action.including: (cA) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports promptly notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and Loan Servicer of any material changes in the Fund’s arrangements. The Custodian shall value of the Collateral of which it becomes aware; (B) monitoring the Borrower's compliance with covenants and agreements relating to the Collateral; (C) monitoring all regulatory and Uniform Commercial Code filings related to the Collateral to ensure that continuation statements, extensions or renewals, as applicable, are timely filed; (D) during the continuance of an Event of Default or of any other breach or default under this Loan Guarantee Agreement or any other Loan Document, assisting and advising DOE and the Loan Servicer in connection with the liquidation of the Collateral or any part thereof, including selecting specialists to assist in appraisal and liquidation of the Collateral, recommending liquidation strategies, identifying potential buyers of the assets and analyzing bids; (E) asking for, demanding, collecting, suing for, recovering, receiving and giving acquittance and receipts for moneys due and to become due under or in respect of the Collateral; (F) receiving, endorsing and collecting any drafts or other instruments, documents and chattel paper in connection with the preceding clauses of this clause (b); (G) occupying any premises where the Collateral or any part thereof is assembled or located; (H) enforcing any agreements to which it is a party; (I) creating, preserving and protecting its Liens on, and security interest in, the Collateral; (J) filing any claims or taking any action or instituting any proceedings that it may deem necessary or desirable for the collection of any of the Collateral or otherwise to accomplish the purposes of the Security Documents or enforce its rights with respect to any of the Collateral; (K) exercising in respect of the Collateral, in addition to any other rights or remedies available to it and to the extent not in violation of any applicable law, all the rights and remedies of a secured party under the Uniform Commercial Code; (L) ensuring that all Security Documents are revised or renewed as necessary; (M) ensuring that the Collateral is properly maintained for the benefit of DOE, FFB and any other third party lenders or guarantors, together with all such rights, powers, authorities and discretions as are reasonably incidental thereto; (N) promptly take forwarding or making available to the Loan Servicer any certificates, notices, correspondence or other documents related to the Transaction Documents that it receives from the Depositary Bank; and (ii) the Collateral Agent, by its signature below, accepts such steps appointment. (c) Midland or, with the Loan Servicer's consent, its designee, to act as Administrative Agent and authorizes it to exercise such rights, powers, authorities and discretions as are specifically delegated to the Administrative Agent by the terms of this Loan Guarantee Agreement or as may be delegated to the Administrative Agent by the Loan Servicer from time to time, and take such other actions as may be reasonably requested in writing by the Loan Servicer or as shall be required to withdraw assets in respect 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 3.3Loan Documents, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable caretogether with all such rights, prudence powers, authorities and diligence such discretions as a person having responsibility for the safekeeping of property of the Fundare reasonably incidental thereto. The Custodian further warrants that the Fund’s assets will be subject to reasonable care if maintained with a Sub-CustodianAdministrative Agent, after considering all factors relevant to the safekeeping of by its signature below, accepts such assets, including, without limitation: (i) the Sub-Custodian’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and 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 Statesappointment. (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. (b) If, after the initial approval of Sub-Custodians by the Board of 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 Fund 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. At The Fund shall at the meeting of the Board of Of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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 Company 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 Company 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 Trustees Directors in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the FundCompany, it will so notify the Fund 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. At The Company shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees Directors of the placement of the Securities and cash of the Fund Company with a particular Sub-Custodian and of any material changes in the Fund’s Company's arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of the Fund Company 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 represents and warrants to the Fund Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the FundCompany. The Custodian further represents and warrants that the Fund’s Company's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund Company 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 Company 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 Company's assets with a particular Sub-Custodian and the contract governing the Fund’s Company's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In its discretion, FPL 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 up to act $ aggregate principal amount of ------------ Securities (as Securities Depositories or defined in Section 3(a) hereof) registered pursuant to the Registration Statement (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 Custodiandefined in Section 3(a) hereof). (b) IfSubject to the terms and conditions stated in this agreement, after FPL hereby appoints each of you as Agent for the initial approval purpose of Sub-Custodians offering and selling the Securities. FPL 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 FPL shall furnish the Agents with reasonable advance notification of the addition of any agent to sell the Securities and further provided that each such additional agent shall be required to execute a distribution agreement in form and substance substantially similar to this agreement, except that FPL and each such additional agent may change the form and substance of the commission rate schedule contained in each respective distribution agreement in any manner acceptable to FPL and such additional agent. FPL further reserves the right to change the principal amount of Securities to be sold by the Board Agents pursuant to this agreement, provided that FPL shall furnish the Agents with reasonable advance notification of Trustees such change. The foregoing shall not be construed to prevent FPL from selling at any time any of its securities, including the Securities in connection with this Agreement, a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of such securities. In the Custodian wishes event that FPL shall sell securities during the period between the time at which FPL has accepted an offer to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Fund and provide it with information reasonably necessary to determine any purchase Securities solicited by an Agent from such new Sub-Custodian’s eligibility under Rule 17f-5 purchaser under the 1940 Act, including a copy terms and conditions of this agreement and the proposed agreement with Settlement Date (as defined in Section 4 hereof) and such Sub-Custodian. At sale directly results in the meeting of the Board of Trustees next following receipt failure of such notice and informationpurchaser to accept delivery or pay for the Securities, FPL shall be obligated to pay the Fund shall give its written approval or disapproval Agent a commission in respect of the proposed actionsuch Securities to be calculated in accordance with Exhibit B attached 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 FPL, to use its reasonable best efforts when requested by FPL to solicit offers to purchase the required provisions Securities upon the terms and conditions set forth in Rule 17f-5(c)(2the Prospectus (as defined in Section 3(a) under hereof) and the 1940 ActAdministrative Procedures attached hereto as Exhibit A, as they may be amended from time to time (the "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 Trustees 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 FPL 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 between FPL and the Agents. The Agents agree that the principal amount of Securities to withdraw assets be offered and sold from time to time, the prices, the interest rates or the method, if any, of determining such interest rates, the Fund from any Sub-Custodian that has ceased maturities, redemption provisions, and other terms at which the Securities are to meet be offered and sold will be in compliance with limitations established by FPL with the requirements of Rule 17f-5 under Agents in accordance with the 1940 ActProcedures. (e) With respect to its responsibilities under this Section 3.3Promptly upon the Settlement Date, each Agent will be paid a commission for such Agent's services in acting as an agent for FPL in the Custodian hereby warrants to the Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property sale of the Fund. The Custodian further warrants that the Fund’s assets will be subject to reasonable care if maintained with Securities and not for a Sub-Custodian, after considering all factors relevant to the safekeeping of purchase by such assets, including, without limitation: (i) the Sub-Custodian’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and 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 andAgent as principal, in accordance with 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 schedule 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 Upon execution of this Distribution Agreement by FPL and each Agent, it is agreed that the appropriateness Distribution Agreement, dated ("Prior Distribution Agreement"), among FPL ------------ and each of maintaining the Fund’s assets Agents is terminated in accordance with a particular Sub-Custodian and the contract governing the Fund’s arrangements with Section 11 of such Sub-CustodianPrior Distribution Agreement.

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. 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust that it agrees to exercise reasonable care, 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 care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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. 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 Trustees 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 Fund 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. At the meeting coordination of the Board of Trustees next following receipt of such notice Syndicated Community Offering or Public Offering, and informationto solicit offers to purchase Offer Shares in the Syndicated Community Offering or Public Offering. It is acknowledged by the Primary Parties that the Agents (i) shall not be obligated to purchase any Offer Shares, except as provided in the Fund Underwriting Agreement, if applicable and (ii) shall give its written approval not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions order. Except as set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarterSection 13 hereof, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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, prudence and diligence such as a person having responsibility for the safekeeping of property completion of the FundPublic 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 which post-effective amendment shall comply with all applicable 1933 Act Regulations. The Custodian further warrants At that time, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company will represent that they have received sufficient indications of interest to complete the Fund’s assets transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, Stifel and any other underwriters will be obligated to purchase all the shares subject to reasonable care if maintained with 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), its method of keeping custodial records, and 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 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 discretion2.1 Based upon the foregoing and subject to the terms and conditions set out below, the Custodian Corporation hereby appoints the Agents and the Agents hereby accept such appointment, to effect the sale of the Offered Units for up to maximum gross proceeds of $10,500,250, including the Agents’ Option, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agents agree to use their best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agents shall act as agent only and are under no obligation to purchase any of the Offered Units, although the Agents may appoint subscribe for Offered Units if they so desire. 2.2 The Agents may retain one or more Sub-Custodians registered securities brokers or investment dealers (each a “Selling Firm”) to act as Securities Depositories or as sub-custodians to hold Securities and cash selling agent in connection with the sale of the Fund Offered Units but the compensation payable to such Selling Firm shall be the sole responsibility of the Agents, and only as permitted by and in compliance with all Applicable Securities Laws and the Agents will require each such Selling Firm to carry out so agree. 2.3 The Agents shall act as custodian of funds received from the Purchasers pending the closing of the Offering. Such funds shall be released at the Closing Time in accordance with Section 6 hereof. 2.4 The Corporation understands that on or immediately after Closing, some or all of the Charity FT Units may be acquired by the Purchasers with the intention of donating all or a portion of such other provisions Charity FT Units to one or more “qualified donees” as defined in the Tax Act as part of this Agreement as it may determine; provideda charitable donation arrangement promoted by a third party which is a “tax shelter” for purposes of the Tax Act, howeveror immediately selling Charity FT Units to a third party (collectively, “Follow-On Transactions”). The Agents acknowledge that the appointment of any such agents and maintenance of any Securities and cash Corporation has no knowledge of the Fund shall be at Follow- On Transactions other than that they may or may not occur and that the Custodian’s expense Corporation will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities required as a result. The Agents do not act, and shall will not relieve purport to act, as agent or representative of the Custodian of Corporation in connection with any of its obligations Follow-On Transaction, and services or liabilities under activities, if any, performed by the Agents in connection with any Follow-On Transaction are excluded from this Agreement. The Custodian consideration payable to the Agents hereunder is for the Agents’ services in respect of the Offering only. The parties further acknowledge that the Corporation is not entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur. The Corporation shall not be liable or responsible for the actions any breach of any Sub-Custodians appointed by it as covenant or representation given in this Agreement if such actions had been done by the Custodian.FT Shares or the FT Warrants constituting a portion of the Charity FT Units are “prescribed shares” or are (b1) If, after the initial approval of Sub-Custodians by the Board 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 regulations to the 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 Tax Act as a copy result of the proposed agreement with such SubFollow-Custodian. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed actionOn Transactions. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 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 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 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 (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 duties hereunder, the Class B Agent shall act solely as an agent of the Class 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, 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 Original Closing Date, DBSI, in its capacity as Syndication Agent or liabilities under this Agreement. The Custodian in its capacity as Documentation Agent, shall not have any obligations but shall be liable for the actions entitled to all benefits 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 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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. 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; providedPROVIDED, 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 AgreementAffiliates act as Paying Agent. The Custodian Issuer shall be liable for notify the actions Trustee of the name and address of any Sub-Custodians Agent 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 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 '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. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Trustees 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and informationcontrary in Section 9.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund shall give its written approval for the actions or disapproval omissions of the proposed action. (c) The Agreement between the Custodian any such sub-custodian than any such sub-custodian has to Custodian, and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 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 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 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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. 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, and shall at the Custodian's direction, remove any bank or trust company which has been appointed as an agent, and shall in either case promptly notify the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash the Fund in writing of the Fund and to carry out such other provisions of this Agreement as it may determine; provided, however, that the appointment completion of any such action. The agents and maintenance of any Securities and cash of which the Fund has approved to date are set forth in Schedule B hereto. Schedule B shall be at the Custodian’s expense and shall not relieve the Custodian of any of its obligations amended from time to time as approved agents are changed, added or liabilities under this Agreementdeleted. The Custodian shall be liable 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 actions of any Fund to give the approval required by the preceding paragraph and for the Sub-Custodians appointed by it as if Custodian to complete the appropriate contractual and technical arrangements with such actions had been done agent. The engagement by the CustodianSub-Custodian of one or more agents shall not relieve the Sub-Custodian of its responsibilities or liabilities hereunder. (b) If, after the initial approval of 17f-5 Sub-Custodians by the Board of Trustees in connection with this AgreementCustodians. Securities, the Custodian wishes to appoint funds and other Sub-Custodians to hold property of the FundFund may be held by sub-custodians appointed pursuant to the provisions of this Section 2.11 (each, it will so notify the Fund and provide it with information reasonably necessary to determine any such new a "17f-5 Sub-Custodian’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian"). At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain may, at any time and from time to time, appoint any bank or trust company (that meets the required provisions set forth in Rule 17f-5(c)(2) requirements of a custodian or a foreign custodian under the Investment Company Act of 1940 Act. (d) At and the end of each calendar quarterrules and regulations thereunder, the Custodian shall provide written reports notifying the Board of Trustees of the placement including without limitation Rule 17f-5 thereunder, or that has received an order of the Securities and cash Exchange Commission ("SEC") exempting it from any of the Fund with such requirements that it does not meet) to act as a particular 17f-5 Sub-Custodian and of any material changes in for the Fund’s arrangements. The Custodian shall promptly take such steps as may be required to withdraw assets of , provided that the Fund from shall have approved in writing (1) any such 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 offices or branches at which the 17f-5 Sub-Custodian that has ceased is authorized to meet the requirements of Rule 17f-5 under the 1940 Act. (e) With respect to its responsibilities under this Section 3.3hold securities, the Custodian hereby warrants to the Fund that it agrees to exercise reasonable care, prudence cash 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 if maintained with 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), its method of keeping custodial records, and its 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 and, in the case of a Securities Depository, the Securities Depository’s operating history and number of participants; and (iv) whether their offices or branches which the Fund will have jurisdiction over and has approved to date are set forth on Schedule C hereto. Such Schedule C shall be able amended from time to enforce judgments against the time as 17f-5 Sub-CustodianCustodians, such as by virtue of the existence of any branches or offices of 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 order that there shall be sufficient time for the United States or Fund to give the Sub-Custodian’s consent approval required by the preceding paragraph and for the Sub- Custodian to service of process put the appropriate arrangements in the United States. (f) The Custodian shall establish a system to monitor the appropriateness of maintaining the Fund’s assets place with a particular such 17f-5 Sub-Custodian and the contract governing the Fund’s arrangements with pursuant to such Subsub-Custodiancustodian agreement.

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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed action.'s (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 Act17f-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 Trustees of Trustees, it shall so notify the placement of Trust and move the Securities and cash of the Fund Funds 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 Fund 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 Custodian's established safekeeping procedures with respect to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: similar property held by it (i) the Sub-Custodian’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (iisecurities depositories) 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 andin Cincinnati, 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 a system to monitor oversee the appropriateness maintenance of maintaining the Fund’s assets with a particular Sub-Custodian and the contract governing the Fund’s arrangements with such Sub-Custodian.any

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 Trust on behalf of the relevant Fund. (b) If, after the initial approval of Sub-Custodians by the Board 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Trust shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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 applicable17f-5(c), its method of keeping custodial records, and 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 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. The Custodian Agreement and the Related Documents, and the retiring Agent shall be liable for discharged from its duties and obligations under this Agreement and the actions of Related Documents. If either Agent shall request instructions from the Requisite Lenders with respect to any Sub-Custodians appointed by it as if such actions had been done by the Custodian. act or action (bincluding failure to act) If, after the initial approval of Sub-Custodians by the Board of Trustees 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 '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. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Trustees 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and informationcontrary in Section 9.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund shall give its written approval for the actions or disapproval omissions of the proposed action. (c) The Agreement between the Custodian any such sub-custodian than any such sub-custodian has to Custodian, and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 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 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 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 discretionSubject to the requirements of the 1940 Act and the rules thereunder, 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 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 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 Fund. In the event that extraordinary measures are required to collect such income, the Fund 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 discretionThe Company has authorized by appropriate corporate action and proposes to issue and sell in the manner contemplated by this agreement not to exceed $____________ aggregate amount of the Company's Secured Medium-Term Notes, Series (Securities) registered pursuant to registration statement No. (as defined in Section 3(a) hereof). (b) Subject to the terms and conditions stated in this agreement, the Custodian may Company hereby appoints each of 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 one or more Sub-Custodians additional agents to act as Securities Depositories or as sub-custodians sell the Securities, provided that the Company shall furnish the Agents with reasonable advance notification of the appointment of any additional agent to hold sell the Securities and cash of 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 Fund and to carry out such other provisions of this Agreement as it may determineCompany from selling at any time its securities; provided, however, that in the appointment event the Company shall sell its First Mortgage Bonds during the period between the date an offer to purchase Securities is accepted by the Company under the terms and conditions of any this agreement, and the Settlement Date (as hereinafter defined) and such agents and maintenance sale directly results in the failure of any Securities and cash of a purchaser to pay for such Securities, the Fund Company shall be at obligated to pay the Custodian’s expense and shall not relieve Agent the Custodian of any of its obligations or liabilities under this Agreement. The Custodian shall be liable applicable commission for the actions of any Sub-Custodians appointed by it such Securities as if such actions had been done by the Custodian. (b) If, after the initial approval of Sub-Custodians by the Board of Trustees set forth in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its written approval or disapproval of the proposed actionExhibit 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(c)(2the Prospectus (as defined in Section 3(a) under hereof) and the 1940 ActAdministrative 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 Trustees 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 3.34 hereof), the Custodian hereby warrants to the Fund that it agrees to exercise reasonable care, prudence and diligence such Company will pay each Agent a commission as a person having responsibility result of a solicitation made by such Agent and not for the safekeeping of property of the Fund. The Custodian further warrants that the Fund’s assets will be subject to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of purchase by such assets, including, without limitation: (i) the Sub-Custodian’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and 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 andAgent 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 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. 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Trust shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (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 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 Fund Trust 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 Trustees 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 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. At The Fund shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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 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 Trust, on behalf of Trustees its series, in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so notify the Fund Trust and provide it with information reasonably make the necessary determinations as to determine any such new Sub-Custodian’s eligibility as a custodian under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Custodian. At the meeting of the Board of Trustees next following receipt of such notice applicable rules and information, the Fund shall give its 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 the Fund’s assets with a Sub-Custodian, the Custodian and each 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 acting hereunder shall contain the required provisions set forth in Rule 17f-5(c)(2) under the 1940 ActCustodian, 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 Trustees Sponsor and the Trust 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. 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 ActCustodian. (e) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Fund Trust 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 if maintained with 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), its method of keeping custodial records, and 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 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 with a particular Sub-Custodian and who are members of a Sub-Custodian’s network; (ii) the performance of the contract governing the Fund’s arrangements with such Sub-Custodian’s members of a Sub-Custodian’s network; and (iii) the custody risks of maintaining assets with a Sub-Custodian. The Custodian must promptly notify the Fund or its Sponsor 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 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 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 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 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 Fund 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. At The Trust shall at the meeting of the Board of Of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5 (a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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, 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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Trust shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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 applicable17f-5(c), its method of keeping custodial records, and 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 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 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 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 (which term, as used herein, includes its territories or possessions) or to or for the account of any person who it knows or has reason to believe is a national or resident thereof, any of the Offered Units or the Additional Units. Each of the Agents further agrees that it will require any dealer who purchases from it any of the Offered Units or the Additional Units (whether as a Sub Agent or otherwise) to comply with this requirement. 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 laws of each jurisdiction in which such Units are sold and to require each Sub Agent to agree with the Agents to so sell such Units. The Agents further agree, subject to receipt of the same from the Fund, to send a copy of the 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 the 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 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 liabilities conduct of any other Agent 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) IfAgents will, after the initial approval Closing Date, use their best efforts to promptly complete the distribution of Sub-Custodians by the Board of Trustees in connection with this AgreementOffered Units, and if applicable, the Custodian wishes to appoint other Sub-Custodians to hold property of Additional Units and the Fund, it Agents will so notify the Fund and provide it with information reasonably 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 determine any such new Sub-Custodian’s eligibility under Rule 17f-5 under obtain a refund of filing fees), provide the 1940 Act, including Fund and Marret with a copy breakdown of the proposed agreement with such Sub-Custodian. At the meeting number of Offered Units and, if applicable, Additional Units distributed in each of the Board Qualifying Jurisdictions where such breakdown is required for the purpose of Trustees next following receipt 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 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 Offering that the Agents be satisfied, acting reasonably, as to the form and content of such notice and information, the Fund shall give its 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 '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. (bc) If, after the initial approval Upon receipt of Sub-Custodians by the Board of Trustees 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and informationcontrary in Section 10.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to the Fund shall give its written approval for the actions or disapproval omissions of the proposed action. (c) The Agreement between the Custodian any such sub-custodian than any such sub-custodian has to Custodian, and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 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 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 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its 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(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 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 , as applicable, and shall notify the Board of Trustees as promptly as practicable under this Section 3.3, the Custodian hereby warrants to the Fund 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 if maintained with a 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), its method of keeping custodial records, and 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 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 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 '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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Trust shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 's assets will be subject to reasonable care if maintained with 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 for certificated securities (if applicable), its method of keeping custodial records, and 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 '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 or ensure that its Sub-Custodian has established a system to monitor (i) the appropriateness of maintaining the Fund’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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 's arrangements with such Sub-Custodian.

Appointment of Agents. (a) In The Company hereby appoints The Bank of New York Mellon, 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 Mellon hereby accepts such appointment. The Bank of New York Mellon, 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 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 Custodianhereafter mutually agree in writing. (b) IfThe Company hereby appoints The Bank of New York Mellon, 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 Mellon hereby accepts such appointment. The Bank of New York Mellon, together with any successor or successors as such registrar qualified and appointed in accordance with Section 9 hereof, is herein called the Board of Trustees "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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its 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 Mellon, 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(c)(2) under the 1940 ActNotes, and The Bank of New York Mellon hereby accepts such appointment. The Bank of New York Mellon, 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 Mellon, acting through its office at 1 Canada Square, 40th 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 Mellon hereby accepts such appointment. The Company also hereby initially appoints The Bank of New York Mellon, 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 Mellon hereby accepts such appointment. Each of such paying agent and transfer agent shall provide written reports notifying have the Board of Trustees 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 Calculation Agent, the Fund 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 if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian’s practices, proceduresFiscal Agent, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its 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 will appoint one the Agent to establish and maintain arrangements with JASDEC (or more Sub-Custodians to act as any other Securities Depositories or as sub-custodians Depository) 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 the Agent 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 appointment of Sub-Custodians by the Board of Trustees Agent in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians another agent to hold act on the Custodian’s behalf in holding property of the FundFund in custody, it will so notify and seek consent from the Fund and provide it with information reasonably necessary for such change. If the Fund consents 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 change (such Sub-Custodian. At the meeting of the Board of Trustees next following receipt of such notice and informationconsent not to be unreasonably withheld), the Fund shall give its written approval or disapproval of Agent’s rights and obligations under this Agreement will be assigned to the proposed actionreplacement agent. (c) The Agreement between In performing their responsibilities in connection with the placement or maintenance of the Fund’s assets with JASDEC or another Securities Depository, the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth Agent will determine that the Fund’s assets will be subject to reasonable care, based on the standards applicable to custodians of similar assets in Rule 17f-5(c)(2) under the 1940 ActSingapore and Japan, after considering all factors relevant to safekeeping of such assets. (d) At the end of each calendar quarter, the Custodian and/or the Agent shall provide written reports notifying the Board of Trustees of the placement of the Securities and cash of the Fund with a particular Sub-Custodian and Directors of any material changes in the Fund’s arrangements. Such reports shall include an analysis of the custody risks associated with maintaining assets with JASDEC or any other Securities Depositories. The Custodian shall promptly notify the Fund and 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 17f-7 under the 1940 Act, as applicable. (e) With respect to its responsibilities under this Section 3.33.02, the Custodian and the Agent each hereby warrants to the Fund that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Fund, based on the standards applicable to custodians of similar assets in Singapore and Japan. The Custodian and the Agent each further warrants that the Fund’s assets will be subject to reasonable care if maintained with a Sub-Custodiancare, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian’s or Agent’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; and (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund assets; (iii) the Sub-Custodian’s or Agent’s general reputation and standing and, in the case of a JASDEC or any other 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 and the Agent shall establish a system to monitor on a continuing basis (i) the appropriateness performance of maintaining the Fund’s assets with a particular Sub-Custodian and the contract governing Agent under this Agreement and (ii) the custody risks of maintaining assets with JASDEC or any other Securities Depository. The Custodian and/or the Agent must promptly notify the Fund or, if the Fund has appointed an investment adviser, its investment adviser of any material change in these risks. (g) The Custodian and the Agent shall use commercially reasonable efforts to collect all income and other payments with respect to Securities to which the Fund shall be entitled and shall credit such income, as collected, to the Fund’s arrangements with . In the event that extraordinary measures are required to collect such Sub-Custodianincome, the Fund, Custodian and Agent shall consult as to the measures and as to the compensation and expenses of the Custodian relating to such measures, and the Custodian and the Agent shall not be obliged to collect such income until there is agreement between the Fund, the Custodian and the Agent on the allocation of costs in relation to such extraordinary 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 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 Trustees 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 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. At the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund that it agrees to exercise reasonable care, 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 if maintained with 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), its method of keeping custodial records, and 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 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 '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 Fund Funds 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act17f-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 Fund KCM and Funds 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 a Fund’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (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 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 Fund Trust 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 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 Fund 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. At The Fund shall at the meeting of the Board of Of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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 Trustees 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 Fund 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. At The Corporation shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 Trustees 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 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. At the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act▇▇▇▇ ▇▇▇. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund that it agrees to exercise reasonable care, 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 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. At The Fund shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund that it Trust 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 care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 Trustees 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 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. At The Fund shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (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 Trustees 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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▇.▇. ▇▇▇▇▇▇ 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 Agreementhereunder to any of its Affiliates. 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 Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property As of the Fund, date on which Arranger notifies Borrowers that it will so notify the 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 has concluded its primary syndication of the proposed agreement with such Sub-CustodianLoans and Commitments, all obligations of ▇.▇. At the meeting of the Board of Trustees next following receipt of such notice and information▇▇▇▇▇▇ Securities, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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. (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 '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. 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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(ii) Eligible Foreign Custodians who are members of the Sub-custodians Custodian’s network to hold Securities and cash of the Company and 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 Company and 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 Trustees in connection with this Agreement, the Custodian wishes to appoint other Sub-Custodians to hold property of the Company and a Company and a Fund, it will so notify the Fund Company 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the withdrawal or placement of the Securities and cash of the Company and a Company and 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 Company and 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. (ef) With respect to its responsibilities under this Section 3.3, the Custodian hereby warrants to the Fund Company that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the Company and a Fund. The Custodian further warrants that the Fund’s 's assets will be subject to reasonable care if maintained with 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 for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for the Company and a 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 Company and 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 '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 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 Company 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 Company and a 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. (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 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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (de) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 under this Agreement. The Custodian representatives shall be liable to any Lender for the actions of any Sub-Custodians appointed action taken or omitted to be taken by it as if such actions had been done hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages caused by the Custodian. 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 Trustees 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 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. At the meeting of the Board of Trustees next following receipt opinion of such notice and informationAgent, be contrary to law or the Fund shall give its written approval terms of this Agreement or disapproval any other Loan Document, (b) if such action would, in the opinion of the proposed action. 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(c)(2) under the 1940 Actinstructions 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 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 determineAgreement; 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 '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 Trustees in connection with this AgreementDirectors of a Company, the Custodian wishes to appoint other Sub-Custodians to hold property of the a Fund, it will so notify the Fund 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 the Sub-Custodian. At The Company shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund each Company that it agrees to exercise reasonable care, 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 the same standard of care if maintained with a Sub-Custodian, after as the Custodian considering all factors relevant to the safekeeping of such fund assets, including, without limitation: (i) the Sub-Sub- Custodian’s 's practices, procedures, procedures and internal controls for certificated securities (if applicable), its the method of keeping custodial records, records and its 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 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 '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 '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 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 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 Custodianhereafter 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 Trustees “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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give its 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(c)(2) under the 1940 ActNotes, 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 Trustees 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 Calculation Agent, the Fund 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 if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Sub-Custodian’s practices, proceduresFiscal Agent, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its 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 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 Trustees 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 Fund 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. At The Corporation shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-7(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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 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 Trustees 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 Fund 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. At The Corporation shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund Corporation that it agrees to exercise reasonable care, 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 assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 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 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 (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 '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 Trustees 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 Fund 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. At The Company shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 '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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a each Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: : (i) the Sub-Custodian’s SubCustodian's practices, procedures, and internal controls controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 Funds' 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. 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 Trustees 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 Fund 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. At the meeting coordination of the Board of Trustees next following receipt of such notice Syndicated Community Offering or Public Offering, and informationto solicit offers to purchase Offer Shares in the Syndicated Community Offering or Public Offering. It is acknowledged by the Primary Parties that the Agents (i) shall not be obligated to purchase any Offer Shares, except as provided in the Fund Underwriting Agreement, if applicable and (ii) shall give its written approval not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or disapproval of the proposed action. (c) The Agreement between the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions order. Except as set forth in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of each calendar quarterSection 13 hereof, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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, prudence and diligence such as a person having responsibility for the safekeeping of property completion of the FundPublic 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 which post-effective amendment shall comply with all applicable 1933 Act Regulations. The Custodian further warrants At that time, Stifel as Representative will represent that they have received sufficient indications of interest to complete the Fund’s assets transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, Stifel and any other underwriters will be obligated to purchase all the shares subject to reasonable care if maintained with 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), its method of keeping custodial records, and 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 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 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 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 Fund Trust and provide it with information reasonably necessary to determine any such new Sub-Sub- Custodian’s 's eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement with such Sub-Sub- Custodian. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-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 Trustees 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 Fund 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 Custodian's established safekeeping procedures with respect to reasonable care if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: similar property held by it (i) the Sub-Custodian’s practices, procedures, and internal controls for certificated securities (if applicable), its method of keeping custodial records, and its security and data protection practices; (iisecurities depositories) 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 andin Cincinnati, 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 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 Trustees 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 Fund 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. At the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund Company shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 '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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act17f-5(a)(1)(iii). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 a Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 's arrangements with such Sub-Custodian.

Appointment of Agents. 2.1 The Fiscal Agent is appointed, and the Fiscal Agent agrees to act, as Fiscal agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) In its discretion, giving effectuation instructions in respect of each Global Note which is held under 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.NSS; (b) Ifdetermining the interest payable in respect of the Notes in accordance with the Conditions, after unless otherwise specified in the initial approval applicable Pricing Supplement; (c) arranging on behalf of Sub-Custodians and at the expense of the Issuer and/or the Guarantor for notices to be communicated to the Noteholders in accordance with the Conditions; (d) ensuring that, as directed by the Board Issuer, all necessary action is taken to comply with any reporting requirements of Trustees any competent authority in connection respect of any relevant currency as may be in force from time to time with respect to the Notes to be issued under the Programme; (e) subject to the Procedures Memorandum, submitting to the relevant authority or authorities such number of copies of each Pricing Supplement which relates to Notes which are to be listed as the relevant authority or authorities may require; DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 (f) acting as Calculation Agent in respect of Floating Rate Notes and solely (unless otherwise agreed with the Issuer) with respect to any calculations required pursuant to Condition 5.2 where named as such in the applicable Pricing Supplement; and (g) performing all other obligations and duties imposed upon it by the Conditions, this AgreementAgreement and the Procedures Memorandum. 2.2 In the event that the Calculation Agent cannot act or is unable to act, the Custodian wishes to appoint other Sub-Custodians to hold property of the Fund, it will so Calculation Agent shall notify the Fund Issuer promptly, 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. At the meeting of the Board of Trustees next following on receipt of such notice the Issuer shall appoint an alternative institution as Calculation Agent, by entering into an agreement substantially in the form set out in Schedule 1. 2.3 Each Paying Agent is appointed, and informationeach Paying Agent agrees to act, the Fund shall give its written approval or disapproval as paying agent of the proposed actionIssuer and the Guarantor, upon the terms and subject to the conditions set out below, for the purposes of paying sums due on any Notes and performing all other obligations and duties imposed upon it by the Conditions and this Agreement. 2.4 Each Transfer Agent is appointed, and each Transfer Agent agrees to act, as transfer agent of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below for the purposes of effecting transfers of Definitive Notes and performing all the other obligations and duties imposed upon it by the Conditions and this Agreement. 2.5 The Registrar is appointed, and the Registrar agrees to act, as registrar of the Issuer and the Guarantor, upon the terms and subject to the conditions set out below, for the following purposes: (a) completing, authenticating and delivering Global Notes and delivering Definitive Notes; (b) paying sums due on Notes; and (c) The performing all the other obligations and duties imposed upon it by the Conditions, this Agreement between and the Custodian and each Sub-Custodian acting hereunder shall contain the required provisions set forth in Rule 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 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 Fund 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 if maintained with a Sub-Custodian, after considering all factors relevant to the safekeeping of such assetsProcedures Memorandum, including, without limitation: (i) , those set out in clause 9. The Registrar may from time to time, subject to the Sub-Custodian’s practicesprior written consent of the Issuer, procedures, delegate certain of its functions and internal controls for certificated securities (if applicable), its method duties set out in this Agreement to the Fiscal Agent. 2.6 In relation to each issue of keeping custodial records, and its security and data protection practices; (ii) whether Notes intended to be held under 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 DepositoryNSS, the Securities Depository’s operating history Issuer hereby authorises and number instructs the Fiscal Agent to elect Euroclear/Clearstream, Luxembourg as Common Safekeeper. From time to time, the Issuer and the Fiscal Agent may agree to vary this election. The Issuer acknowledges that any such election is subject to the right of participants; Euroclear and (iv) whether Clearstream, Luxembourg to jointly determine that the Fund will have jurisdiction over other shall act as Common Safekeeper in relation to any such issue and be able agrees that no liability shall attach to enforce judgments against the Sub-Custodian, Fiscal Agent in respect of any such as election made by virtue it. 2.7 The obligations of the existence of any offices of the SubAgents under this Agreement are several and not joint. DOCPROPERTY "cpCombinedRef" 0012034-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.0005260 UKO2: 2004076912.9

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 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 relationship of agency or trust with or for any Class B Revolving Lender, Holdings or any of its Subsidiaries. On or prior to the first date upon which any Class B Revolving Lender makes a Class B Revolving Loan to Company pursuant to Section 2.1(a)(ii), the Class B Revolving Lenders hereby agree to appoint an agent to act on behalf of the Class B Revolving Lenders in accordance with the terms hereof and the 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 duties hereunder, the Class B Agent shall act solely as an agent of the Class 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, 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 Original Closing Date, DBSI, in its capacity as Syndication Agent or liabilities under this Agreement. The Custodian in its capacity as Documentation Agent, shall not have any obligations but shall be liable for the actions entitled to all benefits 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 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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, and upon approval of the Board of Trustees, the Custodian may appoint one or more Sub-Custodians to act as Securities Depositories or as sub-custodians to hold Securities and cash of all or any 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 each 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 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 Fund 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. At The Trust shall at the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust that it agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of property of the each Fund. The Custodian further warrants that the each Fund’s 's assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its the security and data protection practices; (ii) whether the Sub-Custodian has the requisite financial strength to provide reasonable care for Fund each Fund's 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 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 '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 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 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 Trustees 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 Fund 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. At The Corporation shall at the meeting of the Board of Trustees Directors next following receipt of such notice and information, the Fund shall information give its 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(c)(2) under the 1940 Act). (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees 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 Fund 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 a Fund’s assets will be subject to reasonable care care, based on the standards applicable to custodians in the relevant market, if maintained with a 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 controls, for certificated securities (if applicable), its the method of keeping custodial records, and its 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 reasonable 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 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 Fund 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund Trust shall give 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(c)(2) under the 1940 Act. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund Trust 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 if maintained with 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), its method of keeping custodial records, and 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 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 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 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. At the meeting of the Board of Trustees next following receipt of such notice and information, the Fund shall give 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(c)(2) under the 1940 Act▇▇▇▇ ▇▇▇. (d) At the end of each calendar quarter, the Custodian shall provide written reports notifying the Board of 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 Fund 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 if maintained with 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), its method of keeping custodial records, and 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 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 under this Agreement and the other Loan Documents. The CIT Group/Business Credit and Congress Financial Corporation (Central) are hereby appointed to act on behalf of all Lenders as subCo-custodians Syndication Agents under this Agreement and the other Loan Documents. Foothill Capital Corporation and Fleet Capital Corporation are hereby appointed to hold Securities act on behalf of all Lenders as Co-Documentation Agents under this Agreement and cash of the Fund and to carry out such other Loan Documents. 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, Agents 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. Agents shall have no duties or responsibilities except for those expressly set forth in this Agreement and the Custodian other Loan Documents. The duties of Agents shall be mechanical and administrative in nature and Agents shall not 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. No Agents nor any of its obligations Affiliates nor any of their respective officers, directors, employees, agents or liabilities under this Agreement. The Custodian representatives shall be liable to any Lender for the actions of any Sub-Custodians appointed action taken or omitted to be taken by it hereunder or under any other Loan Document, or in connection herewith or therewith, except for damages solely caused by its or their own gross negligence or willful misconduct as if such actions had been done finally determined by the Custodian. a court of competent jurisdiction. If an Agent shall request instructions from Requisite 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 Trustees in connection with this AgreementAgreement or any other Loan Document, then such Agent shall be entitled to refrain from such act or taking such action unless and until it shall have received instructions from Requisite Lenders or all affected Lenders, as the Custodian wishes case may be, and such Agent shall not incur liability to appoint any Person by reason of so refraining. Agents 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 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. At the meeting of the Board of Trustees next following receipt opinion of such notice and informationAgent, be contrary to law or the Fund shall give its written approval terms of this Agreement or disapproval any other Loan Document, (b) if such action would, in the opinion of the proposed action. such Agent, expose Agents 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 an Agent acting or refraining from acting hereunder shall contain or under any other Loan Document in accordance with the required provisions set forth instructions of Requisite Lenders or all affected Lenders, as applicable. Notwithstanding anything to the contrary contained in Rule 17f-5(c)(2) under the 1940 Act. (d) At the end of this Agreement, each calendar quarter, the Custodian shall provide written reports notifying the Board of Trustees of the placement of Documentation Agent and the Securities Syndication Agent is a Lender, designated as "Documentation Agent" or "Syndication Agent", as the case may be, for title purposes only and cash of the Fund with a particular Sub-Custodian and of any material changes in the Fund’s arrangements. The Custodian such capacity 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 have no obligations or duties whatsoever under this Section 3.3, the Custodian hereby warrants Agreement or any other Loan Document to the Fund that it agrees to exercise reasonable care, prudence any Credit Party or any Lender and diligence such shall have no rights separate from its rights 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 if maintained with 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), its method of keeping custodial records, and 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, Lender except as expressly provided 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 Statesthis 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.