MASTER GLOBAL CUSTODY AGREEMENT

INTENTION OF THE PARTIES; DEFINITIONS

Intention of the Parties

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

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

The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement.

Definitions; Interpretation

Definitions

Interpretation

Headings are for convenience of reference only and shall not in any way form part of or affect the construction or interpretation of any provision of this Agreement.

Unless otherwise expressly stated to the contrary herein, 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.

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 (and vice versa); 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.

Unless the context requires otherwise, any reference to a statute or a statutory provision shall include such statute or provision as from time modified to the extent such modification applies to any service provided hereunder. Any reference to a statute or a statutory provision shall also include any subordinate legislation made from time to time under that statute or provision.

WHAT ▇.▇. ▇▇▇▇▇▇ IS REQUIRED TO DO

Set Up Accounts

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

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

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

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

In the event that the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer to a securities exchange, clearing corporation, or other central counterparty (a “Counterparty”) to secure trading activity by the Customer (such Account, a “Control Account”), 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.

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

a certified copy of the Customer’s constitutional documents as in force at the time of receipt;

evidence reasonably satisfactory to ▇.▇. ▇▇▇▇▇▇ of the due authorization and execution of this Agreement by the Customer provided that a certified copy of resolutions of the Customer’s board of directors or equivalent governing body, shall be deemed satisfactory for the purposes hereof so long as such resolutions are similar in form and subject matter to the example set out in Schedule 2 Form of Board Resolution);

fund manager mandate completed by the fund manager designated by the Customer;

information about the Customer’s financial status, such as its audited and unaudited financial statements; and

in the case of any Account opened in a name other than that of the Customer, documentation with respect to that name similar to that set forth in sub-sections (i) – (iv).

Cash Account

Any amount standing to the credit of the Cash Account will be either:

deposited during the period it is credited to the Accounts in one or more deposit accounts at ▇.▇. ▇▇▇▇▇▇’▇ head office or at one of its non-U.S. branch offices and will constitute a debt owing to the Customer by ▇.▇. ▇▇▇▇▇▇ as banker, provided that (A) any cash so deposited with a non-U.S. branch office will be payable exclusively by that branch office 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 and (B) from time to time, ▇.▇. ▇▇▇▇▇▇ may, in its discretion, pay interest on any such deposit account at a rate to be determined by ▇.▇. ▇▇▇▇▇▇ (or charge interest if, at the time, the prevailing interest rate in the relevant market for similar deposits in the same currency is negative); or

placed by ▇.▇. ▇▇▇▇▇▇ with a bank or other financial institution in the country in which the applicable currency is issued, in which case the deposit will constitute a debt owing to the Customer by that bank or other financial institution and not ▇.▇. ▇▇▇▇▇▇, payable exclusively in the applicable currency at that bank or financial institution.

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 the Customer promptly of any such reversal.

Segregation of Assets; Nominee Name

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

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.

▇.▇. ▇▇▇▇▇▇ is authorized, in its discretion 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;

hold Financial Assets in or deposit Financial Assets with any Securities Depository;

hold Financial Assets in omnibus accounts on a fungible basis and to accept delivery of Financial Assets of the same class and denomination as those deposited by the Customer;

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

decline to accept any asset or property which it deems to be unsuitable or inconsistent with its custodial operations.

Settlement of Transactions

Contractual Settlement Date Accounting

▇.▇. ▇▇▇▇▇▇ will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement for those Financial Assets and transactions as to which ▇.▇. ▇▇▇▇▇▇ customarily offers contractual settlement date accounting. ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons. ▇.▇. ▇▇▇▇▇▇ shall endeavor to notify the Customer prior to effecting such restriction, but will not be in breach of this Agreement if it provides such notice within a reasonable period afterward.

Sales: On the settlement date for a sale, ▇.▇. ▇▇▇▇▇▇ will credit the Cash Account with the proceeds of the sale and post the Securities Account as pending delivery of the relevant Financial Assets.

Purchases: On the settlement date for a 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. ▇.▇. ▇▇▇▇▇▇ will then post the Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until ▇.▇. ▇▇▇▇▇▇ or a Subcustodian actually receives them.

▇.▇. ▇▇▇▇▇▇ may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon notice to the Customer in cases where ▇.▇. ▇▇▇▇▇▇ reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. The Customer will be responsible for any Liabilities resulting from such reversal. The 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 the Customer.

Actual Settlement Date Accounting

Income Collection (AutoCredit^®)

▇.▇. ▇▇▇▇▇▇ will monitor information publicly available in the applicable market about forthcoming income payments on the Financial Assets held in the Securities Account, and will promptly notify the Customer of such information.

▇.▇. ▇▇▇▇▇▇ will credit the Cash Account with income proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld by ▇.▇. ▇▇▇▇▇▇ or any third party (“AutoCredit”) for those Financial Assets and/or markets for which ▇.▇. ▇▇▇▇▇▇ customarily offers an AutoCredit service. However, ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons. Upon request, ▇.▇. ▇▇▇▇▇▇ shall provide the Customer with a list of AutoCredit eligible markets. ▇.▇. ▇▇▇▇▇▇ may add markets to or remove markets from the list of AutoCredit markets upon notice to the Customer that is reasonable in the circumstances. ▇.▇. ▇▇▇▇▇▇ may reverse AutoCredit credits upon oral or written notification to the Customer if ▇.▇. ▇▇▇▇▇▇ believes that the corresponding payment will not be received by ▇.▇. ▇▇▇▇▇▇ within a reasonable period or the credit was incorrect.

When the AutoCredit service is not available, income on Financial Assets, net of any taxes withheld by ▇.▇. ▇▇▇▇▇▇ or any third party, will be credited only after actual receipt and reconciliation by ▇.▇. ▇▇▇▇▇▇.

▇.▇. ▇▇▇▇▇▇ will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and notify the Customer of the late payment, but neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians will be obliged to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

Miscellaneous AdministrativeDuties

Until ▇.▇. ▇▇▇▇▇▇ receives Instructions to the contrary, ▇.▇. ▇▇▇▇▇▇ will:

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;

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

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

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

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 a class of Financial Assets on a pro rata basis or in a similar fair and equitable manner reasonably determined by ▇.▇. ▇▇▇▇▇▇.

▇.▇. ▇▇▇▇▇▇ reserves the right to reverse any transactions that are credited to the Accounts due to mis-postings and other similar actions.

Corporate Actions

▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇ subscribes for information concerning such Corporate Actions. ▇.▇. ▇▇▇▇▇▇ will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action) to the Customer or its Authorized Person.

▇.▇. ▇▇▇▇▇▇ will act in accordance with the Customer’s Instructions in relation to such Corporate Actions. If the Customer fails to provide ▇.▇. ▇▇▇▇▇▇ with timely Instructions with respect to any Corporate Action, neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by ▇.▇. ▇▇▇▇▇▇ and the Customer or as may be set forth by ▇.▇. ▇▇▇▇▇▇ as a default action in the notification it provides under Section 2.9(a) with respect to that Corporate Action.

When instructed by the Customer, subject to availability in the market, ▇.▇. ▇▇▇▇▇▇, or a ▇.▇. ▇▇▇▇▇▇ Affiliate, shall place orders for the sale of rights offerings that the Customer received from Corporate Actions. A current list of markets in which this service is being offered is available from ▇.▇. ▇▇▇▇▇▇ on request.

Class Action Litigation

Proxies

▇.▇. ▇▇▇▇▇▇ will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.11(c), act in accordance with the Customer’s Instructions in relation to such meetings (the “Proxy Voting Service”).

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 all documentation that may be required for certain markets.

The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by ▇.▇. ▇▇▇▇▇▇ on a case by case basis.

The 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:

the Financial Assets being on loan or out for registration;

the pendency of conversion or another corporate action;

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;

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

▇.▇. ▇▇▇▇▇▇ 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 notify the Customer within a reasonable period of time.

Statements of Account

▇.▇. ▇▇▇▇▇▇ will provide the Customer with electronic access to Account information (the “Information”) that will enable the Customer to generate or receive reports and statements of account for each Account and to identify Account Assets as well as Account transactions. The Customer will review the Information and give ▇.▇. ▇▇▇▇▇▇ written notice of (i) any suspected error or omission or (ii) the Customer’s inability to access any such Information. The Customer will provide ▇.▇. ▇▇▇▇▇▇ such notice within a reasonable time after (x) the Information is made available to the Customer or (y) the Customer discovers that it is unable to access the Information, as the case may be.

The Customer acknowledges that Information available to it electronically 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 electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted; it being understood that ▇.▇. ▇▇▇▇▇▇ shall be liable for Customer’s direct losses arising from any statement errors remaining after such period due to ▇.▇. ▇▇▇▇▇▇’▇ negligence, fraud or willful misconduct.

Access to ▇.▇. ▇▇▇▇▇▇’▇ Records

▇.▇. ▇▇▇▇▇▇ will, upon reasonable written notice, allow the Customer’s auditors and independent public accountants such reasonable access to the records of ▇.▇. ▇▇▇▇▇▇ relating to the Accounts as may be required in connection with their examination of books and records pertaining to the Customer’s affairs. Subject to restrictions under the relevant local law, ▇.▇. ▇▇▇▇▇▇ shall direct any Subcustodian to permit the Customer’s auditors and independent public accountants, reasonable access to the records of any Subcustodian of Financial Assets held in the Securities Account as may be required in connection with such examination.

▇.▇. ▇▇▇▇▇▇ will, upon reasonable written notice, allow the Customer reasonable access during normal working hours to the records of ▇.▇. ▇▇▇▇▇▇ relating to the Accounts. The Customer shall reimburse ▇.▇. ▇▇▇▇▇▇ for the reasonable cost of copying, collating and researching archived information.

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 located. ▇.▇. ▇▇▇▇▇▇ 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 - List of Subcustodians and Markets Used by ▇.▇. ▇▇▇▇▇▇, as in effect from time to time. ▇.▇. ▇▇▇▇▇▇ may modify Schedule 1 - List of Subcustodians and Markets Used by ▇.▇. ▇▇▇▇▇▇ from time to time upon reasonable notice to the Customer, which will be advance notice if practicable.

▇.▇. ▇▇▇▇▇▇ reserves the right to restrict the services it provides in certain markets that are deemed by ▇.▇. ▇▇▇▇▇▇ to be restricted markets from time to time. A current list of these markets, and a summary of the related restrictions, is set forth on Schedule 3 - List of ▇.▇. ▇▇▇▇▇▇ Investor Services Custody Restricted Markets. ▇.▇. ▇▇▇▇▇▇ may update Schedule 3 - List of ▇.▇. ▇▇▇▇▇▇ Investor Services Custody Restricted Markets from time to time upon notice to the Customer.

Tax Relief Services

Foreign Exchange Transactions

Notifications

Sealed Envelopes

INSTRUCTIONS

Acting on Instructions; Method of Instruction and Unclear Instructions

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Customer will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as a result of any action or omission taken in accordance with any Instruction, except to the extent such loss or damage results from any ▇.▇. ▇▇▇▇▇▇ Indemnitee’s negligence, fraud or willful misconduct in the manner in which it carries out such Instruction.

To the extent possible, instructions to ▇.▇. ▇▇▇▇▇▇ shall be sent via electronic instruction or trade information system acceptable to ▇.▇. ▇▇▇▇▇▇ or via facsimile transmission. Where reasonably practicable, the Customer will use automated and electronic methods of sending instructions.

▇.▇. ▇▇▇▇▇▇ 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 any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it.

Verification and Security Procedures

▇.▇. ▇▇▇▇▇▇ and the 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.

Either party may record any of their telephone communications.

Instructions; Contrary to Law/Market Practice

Cut-Off Times

Electronic Access

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

Fees and Expenses

Overdrafts

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

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ shall have, and the Customer grants to ▇.▇. ▇▇▇▇▇▇, a first priority, perfected and continuing security interest in and a lien on all cash, Financial Assets and any other property of every kind that are credited to the Account or otherwise held for the Customer by ▇.▇. ▇▇▇▇▇▇ hereunder (“Account Assets”) as security for any and all Liabilities of the Customer to ▇.▇. ▇▇▇▇▇▇ arising under or in connection with this Agreement or any agreement where ▇.▇. ▇▇▇▇▇▇ serve as custodian, depository or escrow agent, and ▇.▇. ▇▇▇▇▇▇ shall be entitled, without prior notice to the Customer, in each case, 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. In exercising its right as a secured party, ▇.▇. ▇▇▇▇▇▇ may make such currency conversions as may be necessary at its then current rates for the sale and purchase of the relevant currencies.

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may set off against any Liabilities of the Customer owed and payable to ▇.▇. ▇▇▇▇▇▇ arising under or in connection with (x) this Agreement or (y) any agreement where ▇.▇. ▇▇▇▇▇▇ serves as custodian, depository or escrow agent, any amount in any currency (i) standing to the credit of any of the Customer’s Accounts (whether deposit or otherwise) or (ii) owed to the Customer by ▇.▇. ▇▇▇▇▇▇ hereunder. [Redacted]

▇.▇. ▇▇▇▇▇▇ agrees that the rights outlined herein apply to each applicable Customer separately, and that it may not exercise such rights against the assets of any Customer to satisfy the Liabilities of another Customer.

SUBCUSTODIANSAND SECURITIES DEPOSITORIES

Appointment of Subcustodians; Use of Securities Depositories

▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer’s Financial Assets with Subcustodians. ▇.▇. ▇▇▇▇▇▇ will use reasonable care in the selection, monitoring and continued appointment of such Subcustodians. In addition, ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Financial Assets with, and hold Financial Assets in any Securities Depository on such terms as such Securities Depository customarily operates, and the Customer will provide ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that ▇.▇. ▇▇▇▇▇▇ may require to hold the Financial Assets in such Securities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.

Any agreement that ▇.▇. ▇▇▇▇▇▇ 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, unless required otherwise by Applicable Law in the relevant market. ▇.▇. ▇▇▇▇▇▇ 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 the Customer’s assets. Where a Subcustodian deposits Financial Assets with a Securities Depository, ▇.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records that the Financial Assets deposited by the Subcustodian at such Securities Depository belong to ▇.▇. ▇▇▇▇▇▇, as agent of the Customer. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian.

▇.▇. ▇▇▇▇▇▇ 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 the Customer incurs a loss due to an act or omission, negligence, willful misconduct 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.

Liability for Subcustodians

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

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

the insolvency of any Affiliated Subcustodian Bank.

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 the Customer that result from the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian Bank.

▇.▇. ▇▇▇▇▇▇ 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 the 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 authority that supervises or regulates such Subcustodian.

ADDITIONAL PROVISIONS

Representations of the Customer and ▇.▇. ▇▇▇▇▇▇

The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents (including from the Customer’s underlying clients, if applicable), to deposit and control the Financial Assets, Sealed Envelopes and cash in the Accounts, to use ▇.▇. ▇▇▇▇▇▇ as its custodian in accordance with the terms of this Agreement, to incur overdraft, to ▇▇▇▇▇ ▇ ▇▇▇▇ over Account Assets as contemplated by Section 4.3 and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against the 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 jurisdiction of formation or incorporation is as set forth in the preamble hereto; (v) the Financial Assets, Sealed Envelopes and cash deposited in the Accounts (other than those assets (A) pledged to a Counterparty pursuant to Section 2.1(c) or (B) held in Accounts established pursuant to certain account control agreements among the Customer, ▇.▇. ▇▇▇▇▇▇ and secured party named therein, (A) and (B) collectively referred to as “Control Account Assets”) are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities of the Customer under or in connection with this Agreement are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets, Sealed Envelopes or cash (other than Control Account Assets); (vi) no delivery of Account Assets by the Customer to ▇.▇. ▇▇▇▇▇▇ and no Instruction by the Customer with respect to such Account Assets will contravene Applicable Law; and (vii) none of the Financial Assets, Sealed Envelopes and cash to be held under this Agreement are “plan assets” as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder except as otherwise expressly notified to ▇.▇. ▇▇▇▇▇▇.

▇.▇. ▇▇▇▇▇▇ represents and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation, enforceable against ▇.▇. ▇▇▇▇▇▇ in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement.

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

Special Settlement Services

WHEN ▇.▇. ▇▇▇▇▇▇ IS LIABLE TO THE CUSTOMER

Standard of Care; Liability

▇.▇. ▇▇▇▇▇▇ 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.

▇.▇. ▇▇▇▇▇▇ will only be liable for the Customer’s direct losses and only 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). Under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special damages of any form, 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 or non-performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as custodian or banker.

The Customer will indemnify ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any ▇.▇. ▇▇▇▇▇▇ Indemnitees in connection with or arising out of (i) ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, provided that ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇’s status as a holder of record of the Customer’s Financial Assets. Nevertheless, the 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(a) of this Agreement.

The 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 the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income on any Financial Asset other than as provided in Section 2.7(b) of this Agreement; and (iv) evaluate or report to the 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. ▇.▇. ▇▇▇▇▇▇ is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by ▇.▇. ▇▇▇▇▇▇ in physical form that appears to be genuine and valid.

Force Majeure

▇.▇. ▇▇▇▇▇▇ May Consult With Counsel

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

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

Ancillary Services

Service Locations

TAXATION

Tax Obligations

The 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 the Customer’s Accounts.

The Customer will provide to ▇.▇. ▇▇▇▇▇▇ such certifications, declarations, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Customer undertakes to notify ▇.▇. ▇▇▇▇▇▇ immediately if any information 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, whether payable or paid, that result from (i) the inaccurate completion of documents by the Customer or any third party; (ii) the provision to ▇.▇. ▇▇▇▇▇▇ or a third party of inaccurate or misleading information by the Customer or any third party; (iii) the withholding of material information by the Customer or any third party; or (iv) any delay by any revenue authority or any other cause beyond ▇.▇. ▇▇▇▇▇▇’▇ control.

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

The 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 ▇.▇. ▇▇▇▇▇▇’▇ negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.

Tax Relief Services

Subject to the provisions of this Section 8.2, ▇.▇. ▇▇▇▇▇▇ will provide (i) a “relief at source” service to obtain a reduction of withholding tax withheld as may be available in the applicable market in respect of income payments on Financial Assets credited to the Securities Account that ▇.▇. ▇▇▇▇▇▇ believes may be available to the Customer and/or (ii) a tax reclaim service on certain qualifying Financial Assets. To defray expenses pertaining to nominal tax claims, ▇.▇. ▇▇▇▇▇▇ may from time-to-time set minimum thresholds as to a de minimis value of tax reclaims or reduction of withholding which it will pursue in respect of income payments under this Section.

The provision of a tax relief service by ▇.▇. ▇▇▇▇▇▇ is conditional upon ▇.▇. ▇▇▇▇▇▇ receiving from the Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from ▇.▇. ▇▇▇▇▇▇), prior to the receipt of Financial Assets in the Securities Account and/or the payment of income. ▇.▇. ▇▇▇▇▇▇ will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to the Customer from time to time and ▇.▇. ▇▇▇▇▇▇ may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered. Other than as expressly provided in this Section 8.2, ▇.▇. ▇▇▇▇▇▇ will have no responsibility with regard to the Customer’s tax position or status in any jurisdiction.

TERMINATION

Termination

The Customer may terminate this Agreement by giving prior written notice to ▇.▇. ▇▇▇▇▇▇. Upon receipt of such notice, ▇.▇. ▇▇▇▇▇▇ shall use commercially reasonable effort to process such termination request as soon as reasonably practicable (and in any event, in no less than sixty (60) days). ▇.▇. ▇▇▇▇▇▇ may terminate this Agreement on one hundred and eighty (180) days’ prior written notice to the Customer. For the avoidance of doubt, with respect to any fees payable by the Customer to ▇.▇. ▇▇▇▇▇▇ in accordance with Schedule 4 hereto, upon termination of this Agreement, for the last payment cycle, the Customer shall only be obliged to pay the pro-rated fee for such cycle.

Notwithstanding Section 9.1(a):

Either party may terminate this Agreement immediately on written notice to the other party in the event that a material breach of this Agreement by the other party has not been cured within thirty (30) days of that party being given written notice of the material breach;

Either party may terminate this Agreement immediately on written notice to the other party upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management, being subject to an involuntary order for the transfer of all or part of its business by a statutory authority, having any of its issued shares suspended from trading on any exchange on which they are listed (if applicable) or being the subject of a similar measure; and

▇.▇. ▇▇▇▇▇▇ may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the Customer in the event that ▇.▇. ▇▇▇▇▇▇ reasonably determines that the Customer has ceased to satisfy ▇.▇. ▇▇▇▇▇▇’▇ customary credit requirements.

Exit Procedure

Inactive Accounts

MISCELLANEOUS

Notifications

Successors and Assigns

Entire Agreement and Amendments

Information Concerning Deposits at ▇.▇. ▇▇▇▇▇▇’▇ Non-U.S. Branch

Insurance

Security Holding Disclosure

U.S. Regulatory 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, the Customer acknowledges that Section 326 of the USA PATRIOT Act and ▇.▇. ▇▇▇▇▇▇’▇ identity verification procedures require ▇.▇. ▇▇▇▇▇▇ to obtain information which may be used to confirm the Customer’s identity, including, without limitation, the Customer’s name, address and organizational documents (“identifying information”). The Customer agrees to provide ▇.▇. ▇▇▇▇▇▇ with and consents to ▇.▇. ▇▇▇▇▇▇ obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by ▇.▇. ▇▇▇▇▇▇.

The Customer hereby acknowledges that ▇.▇. ▇▇▇▇▇▇ is obliged to comply with AML/Sanctions Requirements and that ▇.▇. ▇▇▇▇▇▇ shall not be liable for any action it or any ▇.▇. ▇▇▇▇▇▇ Affiliate reasonably takes to comply with any AML/Sanctions Requirement, including identifying and reporting suspicious transactions, rejecting transactions, and blocking or freezing funds, Financial Assets, or other assets. The Customer shall cooperate with ▇.▇. ▇▇▇▇▇▇’▇ performance of its due diligence and other obligations concerning AML/Sanctions Requirements, including with regard to any Beneficial Owners (as defined below). In addition, the Customer agrees that (i) ▇.▇. ▇▇▇▇▇▇ may defer acting upon an Instruction pending completion of any review under its policies and procedures for compliance with AML/Sanctions Requirements and (ii) Customer’s utilization of Accounts as omnibus accounts to hold assets of Beneficial Owners is subject to ▇.▇. ▇▇▇▇▇▇’▇ discretion. Furthermore, ▇.▇. ▇▇▇▇▇▇ shall not be obliged to hold any “▇▇▇▇▇ stock” (or other Financial Asset raising special anti-money laundering concerns) in any Account in which a Beneficial Owner has an interest, or to settle any transaction in which a Beneficial Owner has an interest, that relates to any “▇▇▇▇▇ stock” or any such other Financial Asset. For the purposes of this section, “Beneficial Owner” means any person, other than the Customer, who has a direct or indirect beneficial ownership interest in any assets held in any of the Account.

Governing Law and Jurisdiction

Severability; Waiver; and Survival

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.

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.

The parties’ rights, protections and remedies under this Agreement shall survive its termination.

Confidentiality

Subject to Section 10.10(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, or with the consent of the Customer.

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to disclose Confidential Information to:

any Securities Depository, securities exchange, broker, proxy solicitor, issuer, or any other person that ▇.▇. ▇▇▇▇▇▇ believes is reasonably required in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of relevant services under this Agreement;

any Subcustodian, subcontractor, agent, service provider or vendor, provided ▇.▇. ▇▇▇▇▇▇ has made such recipient aware of the confidential nature of such Confidential Information;

its professional advisors, auditors or public accountants, provided ▇.▇. ▇▇▇▇▇▇ has made such recipient aware of the confidential nature of such Confidential Information;

its branches and ▇.▇. ▇▇▇▇▇▇ Affiliates, provided ▇.▇. ▇▇▇▇▇▇ has made such recipient aware of the confidential nature of such Confidential Information; and

any revenue authority or any governmental entity in relation to the processing of any tax claim.

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, including, without limitation, any commercial terms, of this Agreement in confidence.

Use of ▇.▇. ▇▇▇▇▇▇’▇ Name

Counterparts

No Third Party Beneficiaries

/s/ ▇▇▇▇ ▇▇▇▇▇

Definitions. Unless otherwise defined herein, defined terms used in this Joinder shall have the meaning ascribed to such terms in the Agreement.

Joinder. The New Customers hereby agree to be subject to and bound by the terms and conditions of the Agreement.

Amendments. The Agreement shall be amended as follows:

Annex I of the Agreement is hereby amended and restated in its entirety by ▇▇▇▇▇ ▇ hereto.

Save as amended by this Joinder, the Agreement shall remain in full force and effect.

Representations. Each party represents to the other parties that all representations contained in the Agreement are true and accurate as of the date of this Joinder, and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Joinder.

Entire Agreement. This Joinder and the Agreement and any documents referred to in each of them, constitutes the whole agreement between the parties relating to their subject matter and supersedes and extinguishes any other drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter. If any of the provisions of this Joinder are inconsistent with or in conflict with any of the provisions of the Agreement then, to the extent of any such inconsistency or conflict, the provisions of this Joinder shall prevail as between the parties.

Counterparts. This Joinder may be executed in any number of counterparts which together shall constitute one agreement. Each party hereto may enter into this Joinder by executing a counterpart and this Joinder shall not take effect until it has been executed by both parties.

Law and Jurisdiction. This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇