FORM OF GLOBAL CUSTODY AGREEMENT]

Exhibit 99.g.2

[FORM OF GLOBAL CUSTODY AGREEMENT]

TABLE OF CONTENTS

GLOBAL CUSTODY AGREEMENT

This agreement, dated                     , 20[ ], is among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“▇.▇. ▇▇▇▇▇▇”), with a place of business at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, Mail code: ▇▇▇-▇▇▇▇,▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: CTC Operations; and [                     ] and each of the Funds listed on Schedule A, (collectively, the “Customer”).

1.                                      INTENTION OF THE PARTIES; DEFINITIONS

1.1                               Intention of the Parties

(a) This Agreement sets out the terms on which ▇.▇. ▇▇▇▇▇▇ will be providing custodial, settlement and other associated services to Customer. ▇.▇. ▇▇▇▇▇▇ will be responsible for the performance of only those duties set forth in this Agreement.

(b) Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ is not providing any legal, tax or investment advice in providing the services under this Agreement and will not be liable for any losses resulting from Country Risk.

1.2                               Definitions

As used herein, the following terms have the meaning hereinafter stated.

“Account” has the meaning set forth in Section 2.1 of this Agreement.

“Account Assets” means each Account and all cash, Financial Assets, and any other property of every kind that are credited to the Account or otherwise held for Customer pursuant to this Agreement.

“Affiliate” means, as context requires, an entity controlling, is controlled by, or is under common control with, ▇.▇. ▇▇▇▇▇▇ or Customer.

“Affiliated Subcustodian” means a Subcustodian that is an Affiliate of ▇.▇. ▇▇▇▇▇▇.

“Applicable Law” means any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.

“Authorized Person” means any person who has been designated by written notice from the Customer substantially in the form of Schedules 2 or 3 (or another format mutually agreed to by Customer and ▇.▇. ▇▇▇▇▇▇) as the case may be (or by written notice substantially in the form of Appendix A from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf of the Customer under this Agreement. Such persons will continue to be Authorized Persons until such time as ▇.▇. ▇▇▇▇▇▇ receives and has had reasonable time to act upon updated Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person. Any reference in this Agreement to an Instruction being delivered by the Customer must be delivered by an Authorized Person.

“Cash Account” has the meaning set forth in Section 2.1(a)(ii).

“Code” has the meaning set forth in Section 6.1(a)(vi) of this Agreement.

“Confidential Information” means and includes all non public information concerning the Customer or the Accounts (including portfolio holdings information) which ▇.▇. ▇▇▇▇▇▇ receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than ▇.▇. ▇▇▇▇▇▇’▇ breach of the terms of this Agreement or information which ▇.▇. ▇▇▇▇▇▇ obtains on a non confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information.

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the beneficial owner of the Security, but does not include rights with respect to class action litigation or proxy voting.

“Counterparty” has the meaning set forth in Section 2.1(c) of this Agreement.

“Country Risk” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody, tax and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

“Entitlement Holder” means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

“ERISA” has the meaning set forth in Section 6.1(a)(vi) of this Agreement.

“Financial Asset” means a Security and refers, as the

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context requires, either to the asset itself or to the means by which a person’s claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. “Financial Asset” does not include cash.

“Instructions” means an instruction that has been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which ▇.▇. ▇▇▇▇▇▇ believes in good faith to have been given by an Authorized Person in the manner specified next to their name in the relevant Schedule.

“▇.▇. ▇▇▇▇▇▇ Indemnitees” means ▇.▇. ▇▇▇▇▇▇, its Affiliates, its Subcustodians, and their respective nominees, directors, officers, employees and agents.

“▇.▇. ▇▇▇▇▇▇’▇ London Branch” means the London branch office of JPMorgan Chase Bank, N.A.

“JPM Secured Party” has the meaning set forth in Section 4.3(c) of this Agreement.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes properly based solely on ▇.▇. ▇▇▇▇▇▇’▇ income) or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

“Proxy Voting Service” has the meaning set forth in Section 2.11(a) of this Agreement.

“Securities” means shares, stocks, debentures, bonds, notes, or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets or other obligations of an issuer or counterparty, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to ▇.▇. ▇▇▇▇▇▇ for the Securities Account. “Securities” does not include cash.

“Securities Account” means each Securities custody account on ▇.▇. ▇▇▇▇▇▇’▇ records to which Financial Assets are or may be credited under this Agreement.

“Securities Depository” means (i) when referring to a securities depository located outside the United States, an “Eligible Securities Depository” as defined in the Mutual Fund Rider to this Agreement; and (ii) when referring to a securities depository located in the United States, a securities depository as defined in Rule 17f-4(c)(6) under the Investment Company Act of 1940.

“Securities Entitlement” means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.

“Securities Intermediary” means ▇.▇. ▇▇▇▇▇▇, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains securities accounts for others and acts in that capacity.

“Securities Loan Agreement” means that certain Master Securities Loan Agreement dated on or around the date hereof, between Customer and ▇.▇. ▇▇▇▇▇▇ Clearing Corp, as amended, restated, supplemented or otherwise modified from time to time.

“Security Procedure” means security procedures to be followed by Customer upon the issuance of an Instruction and/or by ▇.▇. ▇▇▇▇▇▇ upon the receipt of an Instruction, so as to enable ▇.▇. ▇▇▇▇▇▇ to verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time with respect to the services set forth in this Agreement or as instituted by ▇.▇. ▇▇▇▇▇▇. A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption and telephone call backs. Customer acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utility’s customary procedures, shall be deemed to be an authorized Instruction.

“Subcustodian” means any of the subcustodians appointed by ▇.▇. ▇▇▇▇▇▇ from time to time to hold Securities and act on its behalf in different jurisdictions (and being at the date of this Agreement the entities listed in Schedule 1 as well as ▇.▇. ▇▇▇▇▇▇ Clearing Corp.) and includes any Affiliated Subcustodian.

(b) All terms in the singular will have the same meaning in the plural unless the context otherwise provides and vice versa.

(c) Headings are for reference and convenience only and are not intended to affect interpretation.

(d) References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear.

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(e) Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term “including” shall be deemed to mean “including but not limited to,” and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference.

2.                                      WHAT ▇.▇. ▇▇▇▇▇▇ IS REQUIRED TO DO

2.1                               Set Up Accounts

(a)                                 ▇.▇. ▇▇▇▇▇▇ will establish and maintain the following accounts (“Accounts”):

(i) one or more Securities Accounts in the name of Customer (or in another name requested by Customer that is acceptable to ▇.▇. ▇▇▇▇▇▇) for Financial Assets, which may be held by ▇.▇. ▇▇▇▇▇▇ or its Subcustodian or a Securities Depository for ▇.▇. ▇▇▇▇▇▇ on behalf of Customer, including as an Entitlement Holder; and

(ii) one or more accounts in the name of Customer (or in another name requested by Customer that is acceptable to ▇.▇. ▇▇▇▇▇▇) (“Cash Account”) for any and all cash in any currency received by or on behalf of ▇.▇. ▇▇▇▇▇▇ for the account of Customer.

Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or Securities Depository will be held in that manner and will not be part of the Cash Account.

(b) At the request of Customer, additional Accounts may be opened in the future, and such additional Accounts shall be subject to the terms of this Agreement;

(c) In the event that Customer requests the opening of any additional Account for the purpose of holding collateral pledged by Customer to a securities exchange, clearing corporation, or other central counterparty (a “Counterparty”) to secure trading activity by Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between ▇.▇. ▇▇▇▇▇▇ and the Counterparty in addition to the terms of this Agreement;

(d) ▇.▇. ▇▇▇▇▇▇’▇ obligation to open Accounts pursuant to Section 2.1(a) is conditional upon ▇.▇. ▇▇▇▇▇▇ receiving such of the following documents as ▇.▇. ▇▇▇▇▇▇ may require:

(i) a certified copy of Customer’s constitutional documents as currently in force;

(ii) evidence reasonably satisfactory to ▇.▇. ▇▇▇▇▇▇ of the due authorization and execution of this Agreement by Customer (for example by a certified copy of a resolution of Customer’s board of directors or equivalent governing body, substantially in the form set out in Schedule 4);

(iii) ▇.▇. ▇▇▇▇▇▇’▇ standard form fund manager mandate (in the form set out in Appendix A), completed by any persons designated in Schedule 3; and

(iv) in the case of any Account opened in a name not that of Customer, documentation with respect to that name similar to that set forth in sub-sections (i) — (iii).

2.2                               Cash Account

(a) Any amount standing to the credit of the Cash Account is a debt due from ▇.▇. ▇▇▇▇▇▇, as banker, to Customer. Except as otherwise provided in Instructions acceptable to ▇.▇. ▇▇▇▇▇▇, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at ▇.▇. ▇▇▇▇▇▇ or at ▇.▇. ▇▇▇▇▇▇’▇ London Branch. Any cash so deposited with ▇.▇. ▇▇▇▇▇▇’▇ London Branch will be payable exclusively by ▇.▇. ▇▇▇▇▇▇’▇ London Branch in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

(b) Any amounts credited by ▇.▇. ▇▇▇▇▇▇ to the Cash Account on the basis of a notice or an interim credit from a third party, may be reversed if ▇.▇. ▇▇▇▇▇▇ does not receive final payment in a timely manner. ▇.▇. ▇▇▇▇▇▇ will notify Customer promptly of any such reversal.

2.3                               Segregation of Assets; Nominee Name

(a) ▇.▇. ▇▇▇▇▇▇ will identify in its books that Financial Assets credited to Customer’s Securities Account belong to Customer (except as otherwise may be agreed by ▇.▇. ▇▇▇▇▇▇ and Customer).

(b) To the extent permitted by Applicable Law or market practice, ▇.▇. ▇▇▇▇▇▇ will require each Subcustodian to identify in its own books that Financial Assets held at such Subcustodian by ▇.▇. ▇▇▇▇▇▇ on behalf of its customers belong to customers of ▇.▇. ▇▇▇▇▇▇, such that it is readily apparent that the Financial Assets do not belong to ▇.▇. ▇▇▇▇▇▇ or the Subcustodian.

(c) ▇.▇. ▇▇▇▇▇▇ is authorized, in its discretion,

(i) to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to ▇.▇. ▇▇▇▇▇▇ or its Subcustodian in bearer form;

(ii) to hold Securities in or deposit Securities with

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any Securities Depository;

(iii) to hold Securities in omnibus accounts on a fungible basis and to accept delivery of Securities of the same class and denomination as those deposited with ▇.▇. ▇▇▇▇▇▇ or its Subcustodian;

(iv) to register in the name of Customer, ▇.▇. ▇▇▇▇▇▇, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form.

2.4                               Settlement of Transactions

Subject to Article 3 and Section 4.2 of this Agreement, ▇.▇. ▇▇▇▇▇▇ will act in accordance with Instructions with respect to settlement of transactions. Settlement will be conducted in accordance with prevailing standards of the market in which the transaction occurs, provided that such standards exist and are generally accepted by Institutional Clients. For the avoidance of doubt, such prevailing standards shall be deemed to include any practices regarding delivery against payment or delivery in advance of payment that may be prevailing in the applicable market for the type of transaction being settled. Without limiting the generality of the foregoing, Customer authorizes ▇.▇. ▇▇▇▇▇▇ to deliver Securities or payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of ▇.▇. ▇▇▇▇▇▇, and the risk of loss arising from any such action will be borne by Customer. In the case of the failure of Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, ▇.▇. ▇▇▇▇▇▇ will contact the counterparty to seek settlement and will notify the Customer of such failure. If Customer’s counterparty continues to fail to deliver the expected consideration, ▇.▇. ▇▇▇▇▇▇ will provide information reasonably requested by Customer to enforce rights that Customer has against Customer’s counterparty, but neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. ▇.▇. ▇▇▇▇▇▇ shall forward to Customer’s investment manager all documentation related to such settlement promptly upon the request of the Customer. For the purpose of this Section 2.4, “Institutional Clients” means U.S. registered investment companies substantially comparable to the Customer.

2.5                               Contractual Settlement Date Accounting

(a) ▇.▇. ▇▇▇▇▇▇ will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement of transactions in those markets where ▇.▇. ▇▇▇▇▇▇ generally offers contractual settlement date accounting.

(i) Sales: On the settlement date for a sale, ▇.▇. ▇▇▇▇▇▇ will credit the Cash Account with the proceeds of the sale and, if not already delivered, transfer the relevant Financial Assets to an account at ▇.▇. ▇▇▇▇▇▇ pending settlement of the transaction.

(ii) Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), ▇.▇. ▇▇▇▇▇▇ will debit the Cash Account for the settlement amount and credit a separate account at ▇.▇. ▇▇▇▇▇▇. ▇.▇. ▇▇▇▇▇▇, in its sole discretion, may post the Securities Account as awaiting receipt of the expected Financial Assets. Customer will not be entitled to the delivery of Financial Assets that are awaiting receipt until ▇.▇. ▇▇▇▇▇▇ or a Subcustodian actually receives them.

Upon request, ▇.▇. ▇▇▇▇▇▇ shall provide Customer with the list of those markets for which ▇.▇. ▇▇▇▇▇▇ provides contractual settlement date accounting. ▇.▇. ▇▇▇▇▇▇ may add markets to or remove markets from this list without notice to Customer. ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons.

(b) ▇.▇. ▇▇▇▇▇▇ may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon notice to Customer in cases where ▇.▇. ▇▇▇▇▇▇ reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. Customer will be responsible for any Liabilities resulting from such reversal, unless such Liabilities were caused by the negligence, fraud or willful misconduct of ▇.▇. ▇▇▇▇▇▇. Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and ▇.▇. ▇▇▇▇▇▇ does not undertake to make loans of cash and/or Financial Assets available to Customer.

2.6                               Actual Settlement Date Accounting

With respect to settlement of a transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, ▇.▇. ▇▇▇▇▇▇ will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and cleared by ▇.▇. ▇▇▇▇▇▇.

2.7                               Income Collection

(a) Income on Financial Assets (net of any taxes withheld by ▇.▇. ▇▇▇▇▇▇ or any third party) will be credited only after actual receipt and reconciliation by ▇.▇. ▇▇▇▇▇▇.

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(b) ▇.▇. ▇▇▇▇▇▇ will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians will be obligated to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action and will promptly notify the Customer of the late payment and will provide Customer’s investment manager all documentation related to any such late payment.

2.8                               Miscellaneous Administrative Duties; Fractional Interests

(a) Until ▇.▇. ▇▇▇▇▇▇ receives Instructions to the contrary, ▇.▇. ▇▇▇▇▇▇ will:

(i) present all Financial Assets for which ▇.▇. ▇▇▇▇▇▇ has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;

(ii) execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and

(iii) exchange interim or temporary documents of title held in the Securities Account for definitive documents of title.

(b) In the event that, as a result of holding Financial Assets in an omnibus account, Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, ▇.▇. ▇▇▇▇▇▇ will credit Customer with the amount of cash it would have received had the Financial Assets not been held in an omnibus account, and Customer shall relinquish to ▇.▇. ▇▇▇▇▇▇ its interest in such fractional interests.

(c) If some, but not all, of an outstanding class of Financial Assets is called for redemption, ▇.▇. ▇▇▇▇▇▇ may allot the amount redeemed among the respective beneficial holders of such class of Financial Assets on a pro rata basis or in a similar manner ▇.▇. ▇▇▇▇▇▇ deems fair and equitable.

2.9                               Corporate Actions

(a) ▇.▇. ▇▇▇▇▇▇ will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. ▇.▇. ▇▇▇▇▇▇ also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. ▇.▇. ▇▇▇▇▇▇ will promptly provide that information (or summaries that accurately reflect the material points concerning the applicable Corporate Action) to Customer or its Authorized Person. Such notice will clearly identify the timeframe in which Customer shall provide Instructions in relation to such Corporate Action.

(b) ▇.▇. ▇▇▇▇▇▇ will act in accordance with Instructions in relation to such Corporate Actions. If the Customer fails to provide ▇.▇. ▇▇▇▇▇▇ with Instructions with respect to any Corporate Action within the timeframe set forth in the notification ▇.▇. ▇▇▇▇▇▇ provides under 2.9(a) with respect to that Corporate Action, neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians or their respective nominees will be required to take any action in relation to that Corporate Action. Notwithstanding and in no way limiting the above, if Customer fails to provide ▇.▇. ▇▇▇▇▇▇ with Instructions with respect to any Corporate Action within the timeframe set forth in the notification ▇.▇. ▇▇▇▇▇▇ provides under 2.9(a), upon written request by Customer, ▇.▇. ▇▇▇▇▇▇ shall use commercially reasonable efforts to act on Instructions received after the deadline set by ▇.▇. ▇▇▇▇▇▇ as set forth in such notification but before the deadline set by the Securities Depository to the extent circumstances permit.

2.10                        Class Action Litigation

Any notices received by ▇.▇. ▇▇▇▇▇▇’▇ corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to Customer if ▇.▇. ▇▇▇▇▇▇, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with ▇.▇. ▇▇▇▇▇▇ at the relevant time. ▇.▇. ▇▇▇▇▇▇ will not make filings in the name of Customer in respect to such notifications.

2.11                        Proxies

(a) ▇.▇. ▇▇▇▇▇▇ will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information, and, upon written request by Customer, electronically notify or electronically deliver to Customer all proxies, proxy soliciting materials and notices relating thereto and, subject to Section 2.11(c), act in accordance with the Customer’s Instructions in relation to such meetings (“the Proxy Voting Service”).

(b) The Proxy Voting Service is available only in certain markets, details of which are available from ▇.▇. ▇▇▇▇▇▇ on request. Provision of the Proxy Voting Service is conditional upon receipt by ▇.▇. ▇▇▇▇▇▇ of a duly completed enrollment form as well as additional documentation that may be required for certain markets.

(c) The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be

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made but they will be evaluated and agreed to by ▇.▇. ▇▇▇▇▇▇ on a case by case basis.

(d) Customer acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to:

(i) the Financial Assets being on loan or out for registration;

(ii) the pendency of conversion or another corporate action;

(iii) the Financial Assets being held in a margin or collateral account at ▇.▇. ▇▇▇▇▇▇ or another bank or broker, or otherwise in a manner which affects voting;

(iv) local market regulations or practices, or restrictions by the issuer; and

(v) ▇.▇. ▇▇▇▇▇▇ being required to vote all shares held for a particular issue for all of ▇.▇. ▇▇▇▇▇▇’▇ customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, ▇.▇. ▇▇▇▇▇▇ will inform Customer.

2.12                        Statements of Account

(a) ▇.▇. ▇▇▇▇▇▇ will provide Customer with a statement of account for each Account, identifying cash and Financial Assets held in the Account and any transfers to and from the Account. Statements of account may be delivered electronically or on-line over the Internet and are deemed delivered when sent electronically or posted on the Internet. Customer will review its statement of account and give ▇.▇. ▇▇▇▇▇▇ written notice of (i) any suspected error or omission or (ii) non-receipt of a statement of account within a reasonable time after the statement of accounts is sent or made available to Customer or would have been sent, as the case may be.

(b) Customer acknowledges that information available to it on-line with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. ▇.▇. ▇▇▇▇▇▇ will not be liable for any loss or damage arising out of any such information accessed on-line that is updated or corrected no later than the close of business on the business day after the transaction was posted.

2.13                        Access to ▇.▇. ▇▇▇▇▇▇’▇ Records

(a) ▇.▇. ▇▇▇▇▇▇ will allow Customer’s auditors and independent public accountants, or other designated representatives of Customer such reasonable access to the records of ▇.▇. ▇▇▇▇▇▇ relating to the Accounts as is required in connection with the examination of books and records pertaining to Customer’s affairs. Subject to restrictions under the relevant local law, ▇.▇. ▇▇▇▇▇▇ also will permit (or cause Subcustodian to permit) Customer’s auditors and independent public accountants, or other designated representatives of Customer, reasonable access to the records of any Subcustodian of Financial Assets held in a Securities Account as may be required in connection with such examination.

(b) ▇.▇. ▇▇▇▇▇▇ will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of ▇.▇. ▇▇▇▇▇▇ relating to the Accounts. ▇.▇. ▇▇▇▇▇▇ may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. Customer shall reimburse ▇.▇. ▇▇▇▇▇▇ for the reasonable cost of copying, collating and researching archived information at ▇.▇. ▇▇▇▇▇▇’▇ regular hourly rate.

2.14                        Maintenance of Financial Assets at Subcustodian Locations

Unless Instructions require another location acceptable to ▇.▇. ▇▇▇▇▇▇, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. ▇.▇. ▇▇▇▇▇▇ reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time. ▇.▇. ▇▇▇▇▇▇ may modify Schedule 1 to this Agreement upon notice to Customer.

2.15                        Foreign Exchange Transactions

To facilitate the administration of Customer’s trading and investment activity, ▇.▇. ▇▇▇▇▇▇ may, but will not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing Instructions, may be issued with respect to such contracts, but ▇.▇. ▇▇▇▇▇▇ may establish rules or limitations concerning any foreign exchange facility made available. In all cases where ▇.▇. ▇▇▇▇▇▇, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.

2.16                        Notifications

If Customer has agreed to access information concerning the Accounts through ▇.▇. ▇▇▇▇▇▇’▇ website, ▇.▇. ▇▇▇▇▇▇ may make any notifications required under this Agreement (other than

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notifications described in Sections 7.1 or 10.11 hereof) by posting it on the website.

2.17                        Securities Lending Transactions

(a) If and to the extent that the necessary funds and securities have been entrusted to it under this Agreement, and subject to ▇.▇. ▇▇▇▇▇▇’▇ rights pursuant to Section 4.3 below, ▇.▇. ▇▇▇▇▇▇, as agent of Customer, shall from time to time make from the Accounts the transfers of funds and deliveries of securities that Customer has agreed to make pursuant to the Securities Loan Agreement and shall receive for the Accounts the transfers of funds and deliveries of Securities that the borrower under the Securities Loan Agreement is required to make pursuant thereto. ▇.▇. ▇▇▇▇▇▇ shall make and receive such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Securities Loan Agreement.

(b) Customer shall not issue any orders or Instructions to transfer Account Assets out of any Accounts (and ▇.▇. ▇▇▇▇▇▇ shall have no obligations to follow any such orders or Instructions) unless such transfer accords with Customer’s obligations under Section 4.2 of the Securities Loan Agreement.

(c) ▇.▇. ▇▇▇▇▇▇ shall daily ▇▇▇▇ to market, in the manner provided for in the Securities Loan Agreement, all loans of securities that may from time to time be outstanding thereunder. In performing such marks to market, ▇.▇. ▇▇▇▇▇▇ shall use securities prices determined in such manner as ▇.▇. ▇▇▇▇▇▇ may from time to time approve. ▇.▇. ▇▇▇▇▇▇ shall, without further instruction from Customer, exercise the right of Customer under the Securities Loan Agreement to call upon ▇.▇. ▇▇▇▇▇▇ Clearing Corp. to deliver to Customer such additional funds and/or Securities as may be required pursuant to the Securities Loan Agreement to be delivered by ▇.▇. ▇▇▇▇▇▇ Clearing Corp as a result of such ▇▇▇▇-to-market.

(d) ▇.▇. ▇▇▇▇▇▇ shall promptly notify Customer of any failure or inability to deliver or receive Securities or funds under the Securities Loan Agreement of which it has actual knowledge.

(e) ▇.▇. ▇▇▇▇▇▇ hereby acknowledges its receipt from Customer of a copy of the Securities Loan Agreement in effect on the date hereof. Customer shall provide ▇.▇. ▇▇▇▇▇▇, prior to the effectiveness thereof, with a copy of any amendment to the Securities Loan Agreement.

(f) ▇.▇. ▇▇▇▇▇▇ may rely upon a recognized pricing service or a recognized credit rating service in determining the value or credit rating of any Securities, as applicable, and shall in no circumstances be liable for any errors made by such service or its equivalent.

2.18                        Supervision

▇.▇. ▇▇▇▇▇▇ shall supervise the performance of its employees of custodial services provided in connection with this Agreement.

2.19                        Compliance

▇.▇. ▇▇▇▇▇▇ agrees to comply with all Applicable Law to the extent that such law is applicable to the performance of its duties as custodian under this Agreement. Customer may request, subject to ▇.▇. ▇▇▇▇▇▇’▇ consent, such certifications, reports and other information typically provided by a custodian as Customer may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, Applicable Law.

3.                                      INSTRUCTIONS

3.1                               Acting on Instructions; Method of Instruction and Unclear Instructions

(a) Customer authorizes ▇.▇. ▇▇▇▇▇▇ to accept, rely upon and/or act upon any Instructions received by it from an Authorized Person without inquiry. Customer will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against ▇.▇. ▇▇▇▇▇▇ Indemnitees as a result of any action or omission taken in accordance with any Instruction, provided that ▇.▇. ▇▇▇▇▇▇ shall not be indemnified against or held harmless from any liability arising out of ▇.▇. ▇▇▇▇▇▇’▇ gross negligence, fraud or willful misconduct in carrying out such Instruction.

(b) Customer will where reasonably practicable use automated and electronic methods of sending Instructions.

(c) ▇.▇. ▇▇▇▇▇▇ shall promptly notify an Authorized Person if ▇.▇. ▇▇▇▇▇▇ determines that an Instruction does not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. ▇.▇. ▇▇▇▇▇▇ will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it, provided such clarification or confirmation is sought in good faith and promptly upon receipt of the relevant Instruction.

3.2                               Verification and Security Procedures

(a) ▇.▇. ▇▇▇▇▇▇ and Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

(b) Either party may record any of their telephone communications.

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3.3                               Instructions; Contrary to Law/Market Practice

▇.▇. ▇▇▇▇▇▇ need not act upon Instructions which it reasonably believes to be contrary to Applicable Law or market practice, but ▇.▇. ▇▇▇▇▇▇ shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event ▇.▇. ▇▇▇▇▇▇ does not act upon such Instructions, ▇.▇. ▇▇▇▇▇▇ will notify, subject to Applicable Law, Customer where reasonably practicable.

3.4                               Cut-Off Times

▇.▇. ▇▇▇▇▇▇ has established cut-off times for receipt of Instructions, which will be made available to Customer. If ▇.▇. ▇▇▇▇▇▇ receives an Instruction after its established cut-off time, ▇.▇. ▇▇▇▇▇▇ will attempt to act upon the Instruction on the day requested if ▇.▇. ▇▇▇▇▇▇ deems it practicable to do so or otherwise as soon as practicable on the next business day.

3.5                               Electronic Access

Access by Customer to certain applications or products of ▇.▇. ▇▇▇▇▇▇ via ▇.▇. ▇▇▇▇▇▇’▇ web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Schedule 5.

4.                                      FEES, EXPENSES AND OTHER AMOUNTS OWING TO ▇.▇. ▇▇▇▇▇▇

4.1                               Fees and Expenses

Customer will pay ▇.▇. ▇▇▇▇▇▇ for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with ▇.▇. ▇▇▇▇▇▇’▇ reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing transactions that are charged directly or indirectly by governmental authorities, issuers, or their agents. Any annual fee payable by Customer, and any transaction charges incurred by it, shall be paid monthly by automatic deduction from funds available therefor in the Account or, if there are no such funds, upon presentation of an invoice therefor. The annual fee shall be calculated on the basis of the total market value of the assets in the Account on the last business day of the month for which such fee is charged. Out-of-pocket expenses incurred by ▇.▇. ▇▇▇▇▇▇ in the performance of its services hereunder, any and all taxes (including any interest and penalties with respect thereto) which may be levied or assessed under present or future laws upon or in respect of the Account or income thereof, and all other proper charges and disbursements of the Account, shall be charged to the Account by ▇.▇. ▇▇▇▇▇▇ and paid in the same manner as the annual fee referred to in this Section 4.1 Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ other rights, ▇.▇. ▇▇▇▇▇▇ reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as ▇.▇. ▇▇▇▇▇▇ customarily charges for similar overdue amounts, unless ▇.▇. ▇▇▇▇▇▇ and Customer have mutually agreed, in writing, upon another rate.

4.2                               Overdrafts

If a debit to any currency in the Cash Account results in a debit balance in such currency, then ▇.▇. ▇▇▇▇▇▇ may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction which, if effected, would cause such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If ▇.▇. ▇▇▇▇▇▇ elects to make such an advance, the advance will be deemed a loan to Customer, payable on demand, bearing interest at the applicable rate charged by ▇.▇. ▇▇▇▇▇▇ and communicated to Customer in writing from time to time for such overdrafts, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which ▇.▇. ▇▇▇▇▇▇ makes similar overdrafts available from time to time. No prior action or course of dealing on ▇.▇. ▇▇▇▇▇▇’▇ part with respect to the settlement of transactions on Customer’s behalf will be asserted by Customer against ▇.▇. ▇▇▇▇▇▇ for ▇.▇. ▇▇▇▇▇▇’▇ refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account. The Customer will be notified via electronic notice or other method agreed to by the parties of any overdraft balance in the Cash Account on the following business day.

4.3                               ▇.▇. ▇▇▇▇▇▇’▇ Right Over Securities; Set-off

(a) Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, Customer grants to ▇.▇. ▇▇▇▇▇▇ a first priority, perfected security interest in and a lien on the Account and all Account Assets as security for any and all Liabilities outstanding from time to time (whether actual or contingent) of Customer to ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates and ▇.▇. ▇▇▇▇▇▇ shall be entitled without notice to Customer, to withhold delivery of such Account Assets, sell or otherwise realize any of such Account Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities, solely to the extent of such Liabilities. For this purpose, ▇.▇. ▇▇▇▇▇▇ may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies.

(b) Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may set off against any obligation owed by Customer to ▇.▇. ▇▇▇▇▇▇, any ▇.▇. ▇▇▇▇▇▇ branch or office, or any of its Affiliates any obligation owed to Customer by ▇.▇. ▇▇▇▇▇▇, any ▇.▇. ▇▇▇▇▇▇ branch or office, or any Affiliate of ▇.▇. ▇▇▇▇▇▇. For this purpose, ▇.▇. ▇▇▇▇▇▇ shall be entitled

8

to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

(c) ▇.▇. ▇▇▇▇▇▇ shall, without any further consent from Customer, promptly and fully comply with any order or instruction of ▇.▇. ▇▇▇▇▇▇ Clearing Corp. or any Affiliate of ▇.▇. ▇▇▇▇▇▇ to which Customer has granted a security interest in any part of the Account Assets (each a “JPM Secured Party”). Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ shall not be obligated to comply with any order or instruction of Customer if such instruction conflicts with an instruction issued by a JPM Secured Party, or if and to the extent that any such Security or other property credited to the Account is required as collateral for any outstanding advance or other obligation under this Agreement or any loan or other agreement between ▇.▇. ▇▇▇▇▇▇, or a JPM Secured Party, and Customer.

5.                                      SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1                               Appointment of Subcustodians; Use of Securities Depositories

(a) ▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold Customer’s Financial Assets with Subcustodians. ▇.▇. ▇▇▇▇▇▇ will act in good faith and will use reasonable care in the selection, monitoring and continued appointment of such Subcustodians. In addition, ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Securities with, and hold Securities in, any Securities Depository on such terms as such Securities Depository customarily operates and Customer will provide ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that ▇.▇. ▇▇▇▇▇▇ may require to hold the Financial Assets in such Securities Depository.

(b) Any agreement ▇.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding ▇.▇. ▇▇▇▇▇▇’▇ customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. ▇.▇. ▇▇▇▇▇▇ shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against Customer’s assets. Where a Subcustodian deposits Securities with a Securities Depository, ▇.▇. ▇▇▇▇▇▇ will cause the Subcustodian to identify on its records that the Securities deposited by the Subcustodian at such Securities Depository belong to ▇.▇. ▇▇▇▇▇▇, as agent. ▇.▇. ▇▇▇▇▇▇ shall identify on its records as belonging to Customer Financial Assets of Customer held by Subcustodians or a Securities Depository. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by Customer with ▇.▇. ▇▇▇▇▇▇, any particular Subcustodian or any other third party.

(c) ▇.▇. ▇▇▇▇▇▇ is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, willful default, or insolvency of a Securities Depository, ▇.▇. ▇▇▇▇▇▇ will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but ▇.▇. ▇▇▇▇▇▇ will not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding, or take any similar action.

5.2                               Liability for Subcustodians

(a) Subject to Section 7.1(b), ▇.▇. ▇▇▇▇▇▇ will be liable for direct losses incurred by Customer that result from:

(i) the failure by a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful misconduct of such Subcustodian in the provision of custodial services by it; or

(ii) the insolvency of any Affiliated Subcustodian, including any branches of ▇.▇. ▇▇▇▇▇▇ acting as an Affiliated Subcustodian.

(b) Subject to Section 5.1(a) and ▇.▇. ▇▇▇▇▇▇’▇ duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by ▇.▇. ▇▇▇▇▇▇ in its oversight process, ▇.▇. ▇▇▇▇▇▇ will not be responsible for any losses (whether direct or indirect) incurred by Customer that result from the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.

(c) Subject to compliance with Rule 17f-5 under the Investment Company Act of 1940, ▇.▇. ▇▇▇▇▇▇ reserves the right to add, replace or remove Subcustodians. ▇.▇. ▇▇▇▇▇▇ will give prompt notice of any such action, which will be advance notice if practicable. Upon request by Customer, ▇.▇. ▇▇▇▇▇▇ will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory

9

authority that supervises or regulates such Subcustodian.

6.                                      ADDITIONAL PROVISIONS RELATING TO CUSTOMER

6.1                               Representations of Customer and ▇.▇. ▇▇▇▇▇▇

(a) Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use ▇.▇. ▇▇▇▇▇▇ as its custodian in accordance with the terms of this Agreement, and to borrow money (either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), ▇▇▇▇▇ ▇ ▇▇▇▇ over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is Customer’s legal, valid and binding obligation, enforceable against Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement (iii) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (iv) it is a resident of the United States and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency, (v) Financial Assets and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash and (vi) as of the date hereof, none of Customer’s assets and at all times, none of Customer’s assets will constitute, directly or indirectly, plan assets subject to the fiduciary responsibility and prohibited transaction sections of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the prohibited transaction provisions of the Internal Revenue Code of 1986, as amended (the “Code”) or any federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.

▇.▇. ▇▇▇▇▇▇ may rely upon the certification of such other facts as may be required to administer ▇.▇. ▇▇▇▇▇▇’▇ obligations under this Agreement and Customer shall indemnify ▇.▇. ▇▇▇▇▇▇ against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

(b) ▇.▇. ▇▇▇▇▇▇ represents, warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940.

(c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

6.2                               Customer is Liable to ▇.▇. ▇▇▇▇▇▇ Even if it is Acting for Another Person

If Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in respect of any transaction, cash, or Financial Asset, ▇.▇. ▇▇▇▇▇▇ nevertheless will exercise reasonable care in treating Customer as its principal for all purposes under this Agreement. In this regard, Customer will be liable to ▇.▇. ▇▇▇▇▇▇ as a principal in respect of any transactions relating to the Account, in the absence of negligence or willful misconduct by ▇.▇. ▇▇▇▇▇▇. The foregoing will not affect any rights ▇.▇. ▇▇▇▇▇▇ might have against Customer’s principal or the other person envisaged by Section 2.1(a).

6.3                               ▇.▇. ▇▇▇▇▇▇ Not Required to Make Payments on Behalf of Customer

▇.▇. ▇▇▇▇▇▇ shall not be required to make any payments on behalf of Customer to Customer’s equity holders, members, managers, partners, shareholders, or beneficiaries, as applicable, and ▇.▇. ▇▇▇▇▇▇’▇ sole obligation with respect to the payment of distributions and other amounts to Customer’s equity holders, members, managers, partners, shareholders, or beneficiaries, as applicable, shall be, upon instructions from Customer, to transfer, from funds available in a Cash Account for such purpose, to such bank (other than ▇.▇. ▇▇▇▇▇▇) as Customer may designate in such instructions the aggregate amount of such distributions or other amounts specified in such instructions.

7.                                      WHEN ▇.▇. ▇▇▇▇▇▇ IS LIABLE TO CUSTOMER

7.1                               Standard of Care; Liability

(a) ▇.▇. ▇▇▇▇▇▇ will use reasonable care in performing its obligations under this Agreement. ▇.▇. ▇▇▇▇▇▇ will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.

(b) ▇.▇. ▇▇▇▇▇▇ will be liable for Customer’s direct damages to the extent they result from ▇.▇. ▇▇▇▇▇▇’▇ fraud, negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form

10

incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as custodian.

(c)

(i) Customer will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of ▇.▇. ▇▇▇▇▇▇ Indemnitees in connection with or arising out of (x) ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, provided ▇.▇. ▇▇▇▇▇▇ Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question or (y) any ▇.▇. ▇▇▇▇▇▇ Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer will not be obligated to indemnify any ▇.▇. ▇▇▇▇▇▇ Indemnitee under the preceding sentence with respect to any Liability for which ▇.▇. ▇▇▇▇▇▇ is liable under Section 5.2 of this Agreement.

(d) Customer agrees that ▇.▇. ▇▇▇▇▇▇ provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, except to verify that such Instruction is authorized in accordance with Section 3.2 hereof; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which ▇.▇. ▇▇▇▇▇▇ is instructed to deliver Financial Assets or cash.

7.2                               Force Majeure

▇.▇. ▇▇▇▇▇▇ will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards. ▇.▇. ▇▇▇▇▇▇ will have no liability, however, for any damage, loss, expense or liability of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (other than on the part of ▇.▇. ▇▇▇▇▇▇ or its employees), malfunction of equipment or software (except where such malfunction is primarily attributable to ▇.▇. ▇▇▇▇▇▇’▇ negligence or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of ▇.▇. ▇▇▇▇▇▇ (including without limitation, the non-availability of appropriate foreign exchange).

7.3                               ▇.▇. ▇▇▇▇▇▇ May Consult With Counsel

▇.▇. ▇▇▇▇▇▇ will be entitled to rely on, and may act upon the advice of counsel in relation to matters of law, regulation or market practice (which may be the counsel of Customer), and shall not be deemed to have been negligent with respect to any action reasonably taken or omitted in good faith pursuant to such advice. ▇.▇. ▇▇▇▇▇▇ will use reasonable care in the selection and continued appointment of such counsel.

7.4                               ▇.▇. ▇▇▇▇▇▇ Provides Diverse Financial Services and May Generate Profits as a Result

Customer hereby authorizes ▇.▇. ▇▇▇▇▇▇ to act under this Agreement notwithstanding that: (a) ▇.▇. ▇▇▇▇▇▇ or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that ▇.▇. ▇▇▇▇▇▇ may have a potential conflict of duty or interest, including the fact that ▇.▇. ▇▇▇▇▇▇ or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of the activities listed herein and (b) ▇.▇. ▇▇▇▇▇▇ or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. ▇.▇. ▇▇▇▇▇▇ is not under any duty to disclose any such information to Customer unless such information is broadly disclosed to the same type of custody clients of ▇.▇. ▇▇▇▇▇▇ receiving the same types of custody services that are of similar size as Customer.

7.5                               Assets Held Outside ▇.▇. ▇▇▇▇▇▇’▇ Control

▇.▇. ▇▇▇▇▇▇ will not be obliged to hold Securities or cash with any person not agreed to by ▇.▇. ▇▇▇▇▇▇. Furthermore, ▇.▇. ▇▇▇▇▇▇ will not be obliged to register or record Securities in the name of any person not agreed to by ▇.▇. ▇▇▇▇▇▇. If, however, Customer makes such a request and ▇.▇. ▇▇▇▇▇▇ agrees to the request, the consequences of doing so will be at Customer’s own risk. ▇.▇. ▇▇▇▇▇▇ shall not be liable for any losses incurred as a result and may be precluded from providing some of the services referred to in this Agreement (for example, and without limitation, income collection, proxy voting, class action litigation and Corporate Action notification and

11

processing).

7.6                               Ancillary Services

▇.▇. ▇▇▇▇▇▇ and its Subcustodians may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, tax services and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities). Although ▇.▇. ▇▇▇▇▇▇ will use reasonable care (and procure that its Subcustodians use reasonable care) in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.

8.                                      TAXATION

8.1                               Tax Obligations

(a) Customer will pay or reimburse ▇.▇. ▇▇▇▇▇▇, and confirms that ▇.▇. ▇▇▇▇▇▇ is authorized to deduct from any cash received or credited to the Cash Account, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of Customer’s Accounts.

(b) Customer will provide to ▇.▇. ▇▇▇▇▇▇ such certifications, declarations, documentation, and information as it may reasonably require in connection with taxation, and warrants that, when given, this information is true and correct in all material respect, not materially misleading in any way, and contains all material information. Customer undertakes to notify ▇.▇. ▇▇▇▇▇▇ immediately if any information provided in accordance with the foregoing sentence requires updating or correcting. ▇.▇. ▇▇▇▇▇▇ provides no service of controlling or monitoring, and therefore has no duty in respect of, or liability for any taxes, penalties, interest or additions to tax, payable or paid that result from (i) the inaccurate completion of documents by Customer or any third party; (ii) provision to ▇.▇. ▇▇▇▇▇▇ or a third party of inaccurate or misleading information by Customer or any third party; (iii) the withholding of material information by Customer or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond ▇.▇. ▇▇▇▇▇▇’▇ control.

(c) If ▇.▇. ▇▇▇▇▇▇ does not receive appropriate certifications, documentation and information then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets (including, but not limited to, United States non-resident alien tax and/or backup withholding tax).

(d) Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account provided, however, that ▇.▇. ▇▇▇▇▇▇ will be responsible for any penalty or additions to tax due solely as a result of ▇.▇. ▇▇▇▇▇▇’▇ willful misconduct, negligent acts or omissions with respect to timely paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.

9.                                      TERMINATION

9.1                               Termination

(a) The initial term of this Agreement shall be for a period of one year following the date on which ▇.▇. ▇▇▇▇▇▇ commenced providing services under the Agreement (“Initial Term”) and will automatically renew for additional one year periods effective from the first anniversary of the date of the end of the Initial Term (unless terminated as set forth below). Following the Initial Term, Customer may terminate this Agreement on sixty (60) days’ written notice to ▇.▇. ▇▇▇▇▇▇. ▇.▇. ▇▇▇▇▇▇ may terminate this Agreement on one hundred and eighty (180) days’ written notice to Customer. Notwithstanding the foregoing, if the Institutional Account Agreement, dated on or around the date hereof, among ▇.▇. ▇▇▇▇▇▇ Clearing Corp., ▇.▇. ▇▇▇▇▇▇ Securities LLC, certain affiliates thereof, and the Customer is terminated, ▇.▇. ▇▇▇▇▇▇ shall have the right to terminate this Agreement on the date such Institutional Account Agreement terminates.

(b) Notwithstanding Section 9.1(a), either party may terminate this Agreement immediately, without penalty upon written notice to the other party following the occurrence of any of the following:

(i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure;

(ii) the relevant federal or state authority withdrawing its authorization of either party; or

(iii) the other party committing any material breach of this Agreement and failing to remedy such breach within 30 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

(c) Notwithstanding Section 9.1(a):

(i) ▇.▇. ▇▇▇▇▇▇ may terminate this Agreement on sixty (60) days’ written notice to Customer in the event that ▇.▇. ▇▇▇▇▇▇ reasonably determines that Customer has ceased to satisfy ▇.▇. ▇▇▇▇▇▇’▇ customary credit requirements; and

(ii) Customer may terminate this Agreement at any

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time on sixty (60) days’ written notice to ▇.▇. ▇▇▇▇▇▇ upon payment of a termination fee. The termination fee will be an amount equal to (x) twelve (12) times the average monthly fee during the preceding twelve (12) months less (y) any fees actually paid by the Customer to ▇.▇. ▇▇▇▇▇▇ during the Initial Term.

For the avoidance of doubt, Customer shall not be liable for payment of any early termination fee in the event that this Agreement is terminated in accordance with Section 9.1(b).

9.2                               Exit Procedure

Customer will provide ▇.▇. ▇▇▇▇▇▇ full details of the persons to whom ▇.▇. ▇▇▇▇▇▇ must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. ▇.▇. ▇▇▇▇▇▇ will act in accordance with all Instructions delivered to it by Customer with respect to such delivery and transition of custody responsibilities to a successor Custodian provided that such Instruction shall be reasonable and practicable and not in conflict with any provision of this Agreement. If Customer fails to provide such details in a timely manner, ▇.▇. ▇▇▇▇▇▇ shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to its successor custodian, but ▇.▇. ▇▇▇▇▇▇ may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that ▇.▇. ▇▇▇▇▇▇ is unwilling to assume any related credit risk. ▇.▇. ▇▇▇▇▇▇ will in any event be entitled to deduct any amounts owing to it that are not the subject of a bona fide dispute prior to delivery of the Financial Assets and cash (and, accordingly, ▇.▇. ▇▇▇▇▇▇ will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). Customer will reimburse ▇.▇. ▇▇▇▇▇▇ promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

10.                               MISCELLANEOUS

10.1                        Notifications

Notices (other than Instructions) pursuant to Section 9 of this Agreement shall be sent or served by registered mail, overnight delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice will not be deemed to be given unless it has been received.

10.2                        Successors and Assigns

This Agreement will be binding on each of the parties’ successors and assigns, but the parties agree that neither party can assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except ▇.▇. ▇▇▇▇▇▇ may assign this Agreement without Customer’s consent to (a) any Affiliate or subsidiary of ▇.▇. ▇▇▇▇▇▇ or (b) in connection with a merger, reorganization, stock sale or sale of all or substantially all of ▇.▇. ▇▇▇▇▇▇’▇ custody business.

10.3                        Interpretation

Headings are for reference and convenience only and are not intended to affect interpretation. References to Sections are to Sections of this Agreement and references to sub-Sections and paragraphs are to sub-Sections of the Sections and paragraphs of the sub-Sections in which they appear.

10.4                        Entire Agreement

(a)                                 The following Rider(s) are incorporated into this Agreement:

X Mutual Fund;

This Agreement, including the Schedules, Exhibits and Riders (and any separate agreement which ▇.▇. ▇▇▇▇▇▇ and Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter hereof, and this Agreement supersedes any other agreement, statement or representation relating to custody, whether oral or written. Amendments must be in writing and except where this Agreement provides for amendments by notice from ▇.▇. ▇▇▇▇▇▇, signed by both parties.

10.5                        Information Concerning Deposits at ▇.▇. ▇▇▇▇▇▇’▇ London Branch

Under U.S. federal law, deposit accounts that Customer maintains in ▇.▇. ▇▇▇▇▇▇’▇ foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of ▇.▇. ▇▇▇▇▇▇’▇ liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.

10.6                        Insurance

Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ will not be required to maintain any insurance coverage specifically for the benefit of Customer. ▇.▇. ▇▇▇▇▇▇ will, however, provide details of its own general insurance coverage to Customer upon request.

10.7                        Security Holding Disclosure

With respect to Securities and Exchange Commission Rule 14b-2 under the Securities Exchange Act of 1934, regarding disclosure of beneficial owners to issuers of

13

Securities, ▇.▇. ▇▇▇▇▇▇ is instructed not to disclose the name, address or Security positions of Customer in response to shareholder communications requests regarding the Account.

10.8                        USA PATRIOT Act Disclosure

Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires ▇.▇. ▇▇▇▇▇▇ to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and ▇.▇. ▇▇▇▇▇▇’▇ identity verification procedures require ▇.▇. ▇▇▇▇▇▇ to obtain information which may be used to confirm Customer’s identity including without limitation Customer’s name, address and organizational documents (“identifying information”). Customer may also be asked to provide information about its financial status such as its current audited and unaudited financial statements. Customer agrees to provide ▇.▇. ▇▇▇▇▇▇ with and consents to ▇.▇. ▇▇▇▇▇▇ obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by ▇.▇. ▇▇▇▇▇▇.

10.9                        GOVERNING LAW AND JURISDICTION

THIS AGREEMENT WILL BE CONSTRUED, REGULATED, AND ADMINISTERED UNDER THE LAWS OF THE UNITED STATES OR STATE OF NEW YORK, AS APPLICABLE, WITHOUT REGARD TO NEW YORK’S PRINCIPLES REGARDING CONFLICT OF LAWS, EXCEPT THAT THE FOREGOING SHALL NOT REDUCE ANY STATUTORY RIGHT TO CHOOSE NEW YORK LAW OR FORUM. THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WILL HAVE THE SOLE AND EXCLUSIVE JURISDICTION OVER ANY LAWSUIT OR OTHER JUDICIAL PROCEEDING RELATING TO OR ARISING FROM THIS AGREEMENT. IF THAT COURT LACKS FEDERAL SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY WILL HAVE SOLE AND EXCLUSIVE JURISDICTION. EITHER OF THESE COURTS WILL HAVE PROPER VENUE FOR ANY SUCH LAWSUIT OR JUDICIAL PROCEEDING, AND THE PARTIES WAIVE ANY OBJECTION TO VENUE OR THEIR CONVENIENCE AS A FORUM. THE PARTIES AGREE TO SUBMIT TO THE JURISDICTION OF ANY OF THE COURTS SPECIFIED AND TO ACCEPT SERVICE OF PROCESS TO VEST PERSONAL JURISDICTION OVER THEM IN ANY OF THESE COURTS. THE PARTIES FURTHER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH LAWSUIT OR JUDICIAL PROCEEDING ARISING OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. TO THE EXTENT THAT IN ANY JURISDICTION CUSTOMER MAY NOW OR HEREAFTER BE ENTITLED TO CLAIM, FOR ITSELF OR ITS ASSETS, IMMUNITY FROM SUIT, EXECUTION, ATTACHMENT (BEFORE OR AFTER JUDGMENT) OR OTHER LEGAL PROCESS, CUSTOMER SHALL NOT CLAIM, AND IT HEREBY IRREVOCABLY WAIVES, SUCH IMMUNITY.

10.10                 Severability; Waiver; and Survival

(a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.

(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

(c) The parties’ rights, protections, and remedies under this Agreement shall survive its termination, including but not limited to Sections 3, 4, 7 and 10 of this Agreement.

10.11                 Confidentiality

(a) Subject to Clause 10.11(b) ▇.▇. ▇▇▇▇▇▇ will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over ▇.▇. ▇▇▇▇▇▇’▇ business (provided that ▇.▇. ▇▇▇▇▇▇ will provide Customer prior written notice of the same (unless prohibited by law); as necessary to the defense of any claim or cause of action asserted against ▇.▇. ▇▇▇▇▇▇ (provided that ▇.▇. ▇▇▇▇▇▇ will provide Customer prior written notice of the same, to the extent such notice is permitted); or with the prior written consent of the Customer.

(b) Solely to the extent required in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of services to Customer in accordance with this Agreement, the Customer authorizes ▇.▇. ▇▇▇▇▇▇ to disclose Confidential Information to:

(i) any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that ▇.▇. ▇▇▇▇▇▇ reasonably believes is required

14

in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of services to Customer under this Agreement;

(ii)                                  its professional advisors, auditors or public accountants;

(iii)                               its employees and Affiliates, and

(iv)                              any revenue authority or any governmental entity in relation to the processing of any tax relief claim, provided that ▇.▇. ▇▇▇▇▇▇ is reasonably assured that any person in (ii) and (iii) will hold such information in confidence.

(c) Subject to Clause 10.11(b) ▇.▇. ▇▇▇▇▇▇ shall observe the same degree of care as ▇.▇. ▇▇▇▇▇▇ observes with respect to its own Confidential Information of a similar nature in preventing the unauthorized use and dissemination of the Confidential Information. Upon discovery of any unauthorized use or disclosure of Confidential Information, ▇.▇. ▇▇▇▇▇▇ shall notify Customer in writing and will specify the corrective action taken or to be taken.

(d) If ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates is requested or required (by oral question, interrogatories requests for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, ▇.▇. ▇▇▇▇▇▇ will promptly notify Customer in writing (to the extent permitted) of such request or requirement so that Customer may seek an appropriate protective order with the reasonable cooperation of ▇.▇. ▇▇▇▇▇▇; provided, however, Customer shall reimburse ▇.▇. ▇▇▇▇▇▇ for any out-of-pocket costs and expenses incurred by ▇.▇. ▇▇▇▇▇▇ in cooperating with such request. If, in the failure to obtain a protective order or in the absence of a waiver hereunder, ▇.▇. ▇▇▇▇▇▇ is, in the opinion of counsel to ▇.▇. ▇▇▇▇▇▇ compelled to disclose the Confidential Information under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may disclose only such portion of the Confidential Information to the party compelling disclosure as is required by Applicable Law.

(e) Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions of this Agreement in confidence.

10.12                 Pricing

In providing Customer with an estimated price or indicative valuation, ▇.▇. ▇▇▇▇▇▇ is not undertaking to render investment advice, manage money, act as a fiduciary with respect to the Accounts, or place a bid for any security or derivatives transaction. Such estimated prices and indicative valuations may have been obtained from third party sources ▇.▇. ▇▇▇▇▇▇ believes to be reliable. ▇.▇. ▇▇▇▇▇▇ expressly disclaims any responsibility for (and Customer agrees to hold ▇.▇. ▇▇▇▇▇▇ harmless for any loss in respect of) any use to which Customer puts an estimated price or indicative valuation and, by accepting it, Customer hereby agrees that Customer will not provide it (or any part thereof) to any third parties without ▇.▇. ▇▇▇▇▇▇’▇ prior written consent. The estimated price or indicative valuation may differ significantly from prices at which securities or derivatives transactions could be or could have been purchased or sold in any market or to or from any person or the prices at which ▇.▇. ▇▇▇▇▇▇ or any other person would be willing to enter into, terminate, unwind or assign the relevant derivatives transactions. The disclaimers contained in this Section 10.12 are in addition to those contained in any account statement or in any agreement with ▇.▇. ▇▇▇▇▇▇ or any Affiliate of ▇.▇. ▇▇▇▇▇▇ to which Customer is a party.

10.13                 Counterparts

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

10.14                 No Third Party Beneficiaries

Other than ▇.▇. ▇▇▇▇▇▇ Affiliates, a person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.

10.15                 Several Obligations

The parties acknowledge that the obligations of the Funds hereunder are several and not joint, that no Fund shall be liable for any amount owing by another Fund, and that the Customer has executed on instrument on behalf of the Funds for convenience only.

[Signature Page Follows]

15

16

SCHEDULE A

17

SCHEDULE 1

List of Subcustodians and Markets Used by ▇.▇. ▇▇▇▇▇▇ as of the Date First Specified Above

AGENT AND CASH NETWORK (WSS CUSTODY)

18

19

20

21

22

23

▇▇

25

26

27

▇▇

29

SCHEDULE 2

Persons Authorized To Give Instructions

Signed for and on behalf of Customer by:

Signature:

Name:

Position:

* i.e. writing, telephone or facsimile

30

SCHEDULE 3

Authorized Fund Managers/Advisers

Persons authorized as fund managers will also have to complete an authority in similar form to Schedule 2, but with some additional wording. A specimen copy is attached as Appendix A.

Signature:

Name:

Title:

* If left blank, the Fund Manager is authorized to give instructions on all accounts.

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SCHEDULE 4

Form of Board Resolution

                          20    

We hereby certify that the following is a true copy of the minutes of the Board of Directors of                                                                                         * (the “Company”) which was duly called and held on                                , 20       and at which a duly qualified quorum was present throughout and entitled to vote.

                                                                         Director

                                                                       Secretary

*Name of Company in full.

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APPENDIX A

Specimen Fund Manager Mandate

Dear Sirs,

Re: Global Custody for (the “Customer”).

We warrant that we have been appointed by Customer as its fund manager for the account(s) listed below and that we have full authority from Customer to give instructions in respect of all transactions relating to the account(s). We agree to indemnify and hold J.P. Morgan harmless for any losses, costs or liabilities it or its agents incur as a result of any breach of this warranty.

We set out overleaf the names and specimen signatures of those individuals authorized by us to operate accounts and give instructions on behalf of Customer in respect of the account(s).

J.P. Morgan may accept and act on any instructions that have been verified in accordance with a Security Procedure, as defined in the Global Custody Agreement between J.P. Morgan and Customer, or, if no such Security Procedure is applicable, which J.P. Morgan believes in good faith to have been given by one of those individuals listed below.

We acknowledge that J.P. Morgan may record our telephone conversations and agree to ensure that any codes, passwords or similar devices are reasonably safeguarded.

Unless specified otherwise, all persons authorized to give instructions shall be authorized to give instructions in respect of all securities and cash accounts, for foreign exchange, and shall be authorized to give instructions notwithstanding that they may result in an overdraft on any cash account.

Signed for and on behalf of [Name of fund manager]

Signature:

Name:

Position:

Evidence of Authority to sign this Letter is enclosed

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ACCOUNT(S) COVERED BY THIS MANDATE: