Global Custody Agreement – JPMCB New York – General – December 2010

Table of Contents


1.	INTENTION OF THE PARTIES; DEFINITIONS	1

1.1	Intention of the Parties	1

1.2	Definitions; Interpretation	1

2.	WHAT THE BANK IS REQUIRED TO DO	5

2.1	Set Up Accounts	5

2.2	Cash Account	6

2.3	Segregation of Assets; Nominee Name	7

2.4	Settlement of Transactions	7

2.5	Contractual Settlement Date Accounting	8

2.6	Actual Settlement Date Accounting	9

2.7	Income Collection (AutoCredit^®)	9

2.8	Miscellaneous Administrative Duties; Fractional Interests	9

2.9	Corporate Actions	10

2.10	Class Action Litigation	11

2.11	Proxies	11

2.12	Statements of Account	12

2.13	Access to Bank’s Records	12

2.14	Maintenance of Financial Assets at Subcustodian Locations	13

2.15	Tax Relief Services	14

2.16	Foreign Exchange Transactions	14

2.17	Notifications	14

2.18	Service Level Agreement	14

2.19	Supervision	14

2.20	Compliance	15

Global Custody Agreement – JPMCB New York – General – December 2006


3.	INSTRUCTIONS	15

3.1	Acting on Instructions; Method of Instruction and Unclear Instructions	15

3.2	Verification and Security Procedures	15

3.3	Instructions; Contrary to Law/Market Practice	16

3.4	Cut-Off Times	16

3.5	Electronic Access	16

4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK	17

4.1	Fees and Expenses	17

4.2	Overdrafts	17

4.3	Bank’s Right Over Securities; Set-off	17

5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS	19

5.1	Appointment of Subcustodians; Use of Securities Depositories	19

5.2	Liability for Subcustodians	20

6.	ADDITIONAL PROVISIONS RELATING TO CUSTOMER	21

6.1	Representations of Customer and Bank	21

6.2	Customer is Liable to Bank Even if it is Acting for Another Person	22

7.	WHEN BANK IS LIABLE TO CUSTOMER	22

7.1	Standard of Care; Liability	22

7.2	Force Majeure	24

7.3	Bank May Consult With Counsel	24

7.4	Bank Provides Diverse Financial Services and May Generate Profits as a Result	25

7.5	Assets Held Outside Bank’s Control	25

7.6	Ancillary Services	25

8.	TAXATION	26

8.1	Tax Obligations	26

8.2	Tax Relief Services	26

9.	TERMINATION	27

Global Custody Agreement – JPMCB New York – General – December 2006


9.1	Termination	27

9.2	Exit Procedure	30

10.	MISCELLANEOUS	31

10.1	Notifications	31

10.2	Successors and Assigns	31

10.3	Interpretation	31

10.4	Entire Agreement	31

10.5	Information Concerning Deposits at Bank’s London Branch	32

10.6	Insurance	32

10.7	Security Holding Disclosure	32

10.8	USA PATRIOT Act Disclosure	32

10.9	Governing Law and Jurisdiction	33

10.10	Severability; Waiver; and Survival	33

10.11	Confidentiality	34

10.12	Counterparts	35

10.13	No Third Party Beneficiaries	35


Schedule A		List of Customers
Schedule A-1		Additional Customers
Schedule A-2		Schedule A-2 Customers
Schedule A-3		Schedule A-3 Customers
Schedule A-4		Schedule A-4 Customers
Schedule B		Revenue Base Fees for Schedule A-3 Customers
Schedule 1-A		List of Subcustodians and Markets Used by the Bank
Schedule 1-B		▇.▇. ▇▇▇▇▇▇ Worldwide Securities Services Custody Restricted Markets Schedule
Schedule 2		Persons Authorized to Give Instructions
Schedule 3		Authorized Fund Managers/Advisers
Schedule 4		Form of Board Resolution
Schedule 5		Electronic Access
Exhibit A		List of CSDA Markets

Global Custody Agreement – JPMCB New York – General – December 2006

SECOND AMENDED AND RESTATED

MASTER GLOBAL CUSTODY AGREEMENT

This Agreement, dated March 7, 2011, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“Bank”), with a place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, and each entity listed on Schedule A hereto that signs this Agreement or a separate addendum in the form attached to this Agreement on behalf of itself and each of the funds listed under its name on Schedule A, as applicable, severally and not jointly, with a place of business at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (each such fund hereinafter, a separate and distinct “Customer”). All references to a particular Customer should be deemed also to be a reference to any entity of which the Customer is a series. All references to the board of or any officer of a Customer shall also be interpreted to mean the board or officer of any entity of which the Customer is a series.

1.	INTENTION OF THE PARTIES; DEFINITIONS

1.1

Intention of the Parties

(a)

This Agreement sets out the terms on which Bank will be providing custodial, settlement and other associated services to the Customer. Bank 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. The Customer acknowledges that Bank 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.

(c)

It is the intention of the parties that Bank will be the exclusive provider of custodial, settlement and other associated services to the Customer (other than custody services with respect to tri-party repurchase agreements, for which Customer may use an alternative custodian).

(d)

Although the Bank and each Customer have executed this Agreement in the form of a joint agreement for administrative convenience, this Agreement shall create a separate Agreement for each Customer as though Bank had executed a separate Agreement with each Customer. No rights, responsibilities or liabilities of any Customer shall be attributed to any other Customer.

1.2

Definitions; Interpretation

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

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

“Additional Customer” shall mean those Customers set forth on Schedule A-1 and any Customer who becomes a party to this Agreement pursuant to the Addendum to Master Custody Agreement attached hereto.

“Affiliate” means an entity controlling, controlled by, or under common control with, Bank or Customer, as applicable.

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

“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 Bank) 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 and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of Instructions. Such persons will continue to be Authorized Persons until such time as Bank 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.

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

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

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

“Confidential Information” means and includes all non public information concerning the Customer or the Accounts (including portfolio holdings information) which the Bank 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 the Bank’s breach of the terms of this Agreement or information which the Bank 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 or information that Bank can demonstrate, from written records, has been or is independently developed or obtained by Bank through Bank custody employees none of whom had access to Confidential 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 require discretionary action by the

beneficial owner of the security, but does not include rights with respect to class action litigation or proxy voting.

“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.

“Financial Asset” means a Security and refers, as the 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 instructions that have been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which Bank reasonably believes in good faith to have been given by an Authorized Person in the manner specified next to their name in the relevant Schedule.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on Bank’s income) or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements), provided that fees due in accordance with this Agreement that are subject to bona fide dispute shall not be considered Liabilities until the completion of the process described in Section 4.1.

“Revenue Base Fee” means (i) with respect to each Schedule A-3 Customer, the amount set forth for such Schedule A-3 Customer on Schedule B hereto; and (ii) with respect to each Schedule A-4 Customer, the Bank’s actual fees for services rendered during the immediately preceding one-year period of the Initial Term.

“Schedule A-2 Customers” means each Customer set forth on Schedule A-2 to this Agreement.

“Schedule A-3 Customers” means each Customer set forth on Schedule A-3 to this Agreement.

“Schedule A-4 Customers” means each Customer set forth on Schedule A-4 to this Agreement.

“Securities” means shares, stocks, debentures, bonds, notes, U.S. exchange-traded derivatives, structured notes, loans 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 Bank for the Securities Account.

“Securities Account” means each Securities custody account on Bank’s 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 Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity.

“Security Procedure” means security procedures to be followed by the Customer upon the issuance of an Instruction and/or by Bank upon the receipt of an Instruction, so as to enable Bank to verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties. A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption or telephone call backs, and may be updated by Bank from time to time upon notice to the Customer. The 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 the 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 Bank 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) and includes any Affiliated Subcustodian.

“Transfer Agent” means Columbia Management Investment Services Corp. or any successor transfer agent appointed by the Customer.

“Transfer Accounts” means the clearing accounts opened by Transfer Agent with Bank to process purchases and redemptions for the Customer so that monies transferring into and out of such clearing accounts can be made as a single net payment or receipt by the Bank.

“Transfer Account Liabilities” means with respect to any Customer, that portion of any overdraft, obligation, or other amount owing to the Bank arising under any of the Transfer Accounts that are directly attributable to transactions relating to that Customer, including purchases and redemptions of shares of the Customer.

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

(c) 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.

(d) 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 THE BANK IS REQUIRED TO DO

2.1

Set Up Accounts

(a)

Bank 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 the Customer that is acceptable to Bank) for Financial Assets, which may be held by Bank, or a Subcustodian or Securities Depository for Bank, on behalf of the Customer, including as an Entitlement Holder; and

(ii)

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

Notwithstanding subsection 2.1(a)(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, which will be subject to the terms of this Agreement.

(c)

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

(i)

a certified copy of the Customer’s constitutional documents as currently in force;

(ii)

a certified copy of a resolution of the Customer’s board of directors or equivalent governing body, substantially in the form set out in Schedule 4;

(iii)

Bank’s 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 the Customer, documentation with respect to that name similar to that set forth in sub-sections (i) – (iii).

(d)

In the event that 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, or the pledge to a Counterparty of cash or Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between the Bank and the Counterparty with respect to such trading activity by the Customer in addition to the terms of this Agreement.

(e)

Bank reserves the right, immediately upon notice to Customer, to reverse any transactions that were credited to the Accounts due to mis-postings, errors or other similar causes.

2.2

Cash Account

(a)

Any amount standing to the credit of the Cash Account is a debt due from Bank, as banker, to Customer. Except as otherwise provided in Instructions acceptable to Bank, 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 Bank or at Bank’s London Branch. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s 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 Bank to the Cash Account on the basis of a notice or an interim credit from a third party, may be reversed if Bank

does not receive final payment in a timely manner. Bank will notify the Customer promptly of any such reversal.

2.3

Segregation of Assets; Nominee Name

(a)

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

(b)

To the extent permitted by Applicable Law or market practice, Bank will require each Subcustodian to identify in its own books that Financial Assets held at such Subcustodian by Bank as custodian on behalf of Customer and its other customers belong to Bank’s customers, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.

(c)

Bank 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 Bank or its Subcustodian in bearer form;

(ii)

to hold Securities in or deposit Securities with 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 Bank or its Subcustodian;

(iv)

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

(v)

to hold shares of registered mutual funds or other commingled funds on the books of the transfer agent for such funds.

2.4

Settlement of Transactions

Subject to Article 3 and Section 4.2 of this Agreement, Bank will act in accordance with Instructions with respect to settlement of transactions. Absent Instructions to the contrary, 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 Bank 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 wilful misconduct of Bank, and the risk of loss arising from any such action will be borne by Customer; provided, however, unless otherwise directed by Customer, the risk of loss will be Bank’s if it makes a delivery before payment in a market where delivery versus payment is the prevailing standard and is generally accepted by Institutional Clients. In the case of the failure of Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, Bank will contact the counterparty to seek settlement at the direction of the Customer and will promptly notify the Customer of such failure. Bank 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, U.S.-based commercial banks, insurance companies, pension funds or financial institutions substantially comparable to the Customer.

2.5

Contractual Settlement Date Accounting

(a)

Unless otherwise directed by Customer, Bank 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 Bank generally offers contractual settlement date accounting.

(i)

Sales: On the settlement date for a sale, Bank 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 Bank 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), Bank will debit the Cash Account for the settlement amount and credit a separate account at Bank. Bank then will post the Securities Account as awaiting receipt of the expected Financial Assets. Customer will not be entitled to the delivery of Financial Assets until Bank or a Subcustodian actually receives them.

The list of markets for which Bank provides contractual settlement date accounting as of the date of this Agreement is attached as Exhibit A. Bank may add markets to or remove markets from such list upon written notice (which may be in the form of NewsFlash communication sent via emails) to the Customer.

(b)

Bank may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon oral or written notice to the Customer in cases where Bank 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, unless such Liabilities were caused by the negligence, fraud or wilful misconduct of Bank. The Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and Bank does not undertake to make loans 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, Bank will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and settled by Bank.

2.7

Income Collection (AutoCredit^®)

(a)

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

(b)

Bank will credit the Cash Account with income proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld by Bank or any third party (“AutoCredit”) in those markets where Bank customarily provides an AutoCredit service. Upon request, Bank shall provide the Customer with a list of AutoCredit eligible markets. Bank may add markets to or remove markets from the list of AutoCredit markets upon written notice to the Customer that is reasonable in the circumstances. Bank may reverse AutoCredit credits upon prompt oral or written notification to the Customer if Bank believes that the corresponding payment will not be received by Bank within a reasonable period or the credit was incorrect. Promptly upon Customer’s request, Bank shall provide Customer’s investment manager with all documentation related to any such reversal of credits.

(c)

In markets where Bank does not provide an AutoCredit service, income on Financial Assets (net of any taxes withheld by Bank or any third party) will be credited only after actual receipt and reconciliation by Bank.

(d)

Bank will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds 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 Bank receives Instructions to the contrary, Bank will:

(i)

present all Financial Assets for which Bank 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 of Financial Assets in an omnibus account, Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, Bank 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 Bank its interest in such fractional interests.

(c)

If some, but not all, of an outstanding class of Financial Assets is called for redemption, Bank 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 manner Bank deems fair and equitable.

2.9

Corporate Actions

(a)

Bank will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. Bank also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. Bank 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)

Bank will act in accordance with Instructions in relation to such Corporate Actions. If the Customer fails to provide Bank with Instructions with respect to any Corporate Action within the timeframe set forth in the notification Bank provides under 2.9(a) with respect to that Corporate Action, neither Bank nor its Subcustodians or their respective nominees will be required to take any action in relation to that Corporate Action, except as otherwise agreed in writing by Bank and the Customer (including pursuant to a standing Instruction) or as may be set forth by Bank as a default action in the notification it provides under Section 2.9(a) with respect to that Corporate Action. The deadline set by Bank for receipt of Instructions from Customer with respect to any Corporate Action shall not precede the deadline set by the issuer or its agent by more than a commercially reasonable period of time. Notwithstanding and in no way limiting the above, if Customer fails to provide Bank with Instructions with respect to any Corporate Action within the timeframe set forth in the notification Bank provides under

2.9(a), upon written request by Customer, Bank shall use commercially reasonable efforts to act on Instructions received after the deadline set by Bank 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 Bank’s corporate actions processing department (or any successor thereto) about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. The services set forth in this Section 2.10 are available only in certain markets, details of which are available from Bank upon request.

2.11

Proxies

(a)

Bank 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, 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 Bank on request. Provision of the Proxy Voting Service is conditional upon receipt by Bank 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 made but they will be evaluated and agreed to by Bank 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, in which case best efforts that are also commercially reasonable will be used by Bank upon Customer’s written request. 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 Bank 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)

Bank being required to vote all shares held for a particular issue for all of Bank’s 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, Bank will notify Customer in writing.

2.12

Statements of Account

(a)

Bank 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. If agreed by the parties, statements of account will be accessed by the Customer on-line. Otherwise, statements will be sent to Customer at times to be mutually agreed by the parties. Customer will review its statement of account and give Bank written notice of any suspected error or omission within a reasonable time of the date of the relevant suspected error or omission.

(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. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such information accessed on-line, except to the extent such inaccuracy is the result of Bank’s negligence, wilful misconduct or bad faith. For the avoidance of doubt, Customer may rely on the accuracy of any intraday report to the extent that such report (i) explicitly states it is a final report or (ii) contains historical data that has been posted prior to the current business day. In the event of a known systemic issue with data available to Customer on-line, Bank will provide notice as soon as practicable to Customer of such issue via banner headline on the on-line system or via telephone.

2.13

Access to Bank’s Records

(a)

Bank will allow Customer’s auditors and independent public accountants, or other designated representatives of Customer such reasonable access to the records of Bank 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, Bank 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)

Bank will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of Bank relating to

the Accounts. Bank 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. The Customer shall reimburse Bank for the reasonable cost of copying, collating and researching archived information at Bank’s regular hourly rate.

(c)

Upon Customer’s request, Bank will send the annual report (SAS 70 Level II Report) prepared by Bank’s external auditors on the procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in the Securities Depository, relating to the services provided by Bank under this Agreement. Also, upon Customer’s request, a letter updating Customer on the matters addressed in Bank’s SAS 70 Level II report as of the date of the relevant fiscal period of Customer, to the extent that the relevant fiscal period of Customer differs by a period of three (3) or more months from the date as of which the SAS 70 Level II report is prepared. Such SAS 70 Level II report shall be of sufficient scope and in sufficient detail as to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. Such SAS 70 Level II report shall be provided at least once a year, or at such greater frequency as such SAS 70 Level II report is prepared. Bank shall notify Customer in writing of (i) any change in frequency of provision of SAS 70 Level II reports and (ii) if a SAS 70 Level II report is to be dated as of a different date than such report was previously dated. Bank shall also provide Customer, at such times as Customer may reasonably request, reports received by Bank from a clearing corporation or the Federal Reserve book-entry system which the clearing corporation or the Federal Reserve permits to be redistributed on their respective systems of internal control when such reports relate to the services provided by Bank under this Agreement.

(d)

Bank shall take all reasonable action, as Customer may from time to time request, to cooperate with Customer’s auditor with respect to the preparation of Customer’s registration statement, Form N-CSR, Form N-SAR or other annual or periodic reports to the SEC and with respect to any other requirements thereof.

2.14

Maintenance of Financial Assets at Subcustodian Locations

(a)

Unless Instructions require another location acceptable to Bank, 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. Bank 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-A to this

Agreement. Bank may modify Schedule 1-A to this Agreement from time to time upon notice to the Customer.

(b)

Bank reserves the right to restrict the services it provides in certain markets that are deemed by Bank 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 1-B. Bank may update Schedule 1-B from time to time upon notice to Customer.

2.15

Tax Relief Services

Bank will provide tax relief services as provided in Section 8.2.

2.16

Foreign Exchange Transactions

To facilitate the administration of Customer’s trading and investment activity, Bank 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 Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts of Customer, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.

2.17

Notifications

If Customer has agreed to access information concerning the Accounts through Bank’s website, Bank may make any notifications required under this Agreement (other than notifications described in Sections 7.1 or 10.11 hereof) by posting it on the website. Notifications described in Section 8 will be provided by Bank via NewsFlash communication until Customer is notified otherwise.

2.18

Service Level Agreement

Bank agrees to be subject to written service level standards, which will be embodied in a Service Level Document and Key Performance Indicators Agreement between Bank and Customer.

2.19

Supervision

Bank shall supervise the performance of its employees of custodial services provided in connection with this Agreement. Bank shall provide appropriate training for employees and implement supervisory procedures for all services provided hereunder by its employees.

2.20

Compliance

Bank 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. Bank agrees to provide Customer with 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. Specifically, Bank shall reasonably cooperate with the Chief Compliance Officer of Customer with respect to reasonable requests for information and other assistance regarding Customer’s obligations in complying with Rule 38a-1 under the Investment Company Act of 1940 (“Rule 38a-1”), including providing Customer with necessary information which may include (but is not limited to) SAS 70 reports (as applicable).

3.	INSTRUCTIONS

3.1

Acting on Instructions; Method of Instruction and Unclear Instructions

(a)

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

(b)

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

(c)

Bank shall promptly notify an Authorized Person if Bank determines that an Instruction does not contain all information reasonably necessary for Bank to carry out the Instruction. Bank will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction pending receipt of such missing information, clarification or confirmation, provided that such clarification or confirmation is sought in good faith and promptly upon receipt of the relevant Instruction.

3.2

Verification and Security Procedures

(a)

Bank 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, provided Customer shall be notified of recording of communications other than those relating to operations or Instruction management.

3.3

Instructions; Contrary to Law/Market Practice

Bank need not act upon Instructions which it reasonably believes to be contrary to Applicable Law or market practice, but Bank will be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank will promptly notify Customer in such event.

3.4

Cut-Off Times

Bank has established cut-off times for receipt of Instructions, which will be made available to Customer. If Bank receives an Instruction after its established cut-off time, Bank will attempt to act upon the Instruction on the day requested if Bank 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 Bank via Bank’s 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 BANK

4.1

Fees and Expenses

Subject to Section 7.1(b), Customer will pay Bank for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with Bank’s 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. The Bank will invoice the Customer for amounts owing to it and such amounts will be payable within thirty (30) days of the invoice. The Bank will be entitled to deduct amounts owing to it from the Cash Account if the Customer has not objected to the invoice within sixty (60) days of the date of the invoice (or such other period as the parties may agree in writing). If the Customer disputes an invoice it shall nevertheless pay, or allow the Bank to deduct, such portion of the invoice that is not subject to a bona fide dispute. Without prejudice to Bank’s other rights, the Bank reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as the Bank may reasonably determine, unless Bank and Customer have mutually agreed upon another rate.

4.2

Overdrafts

If a debit to any currency in the Cash Account results in a debit balance, then Bank may, in its discretion, (i) advance an amount equal to the overdraft, (ii) or refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If Bank 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 Bank and communicated to Customer in writing from time to time, for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against Customer with respect to any overdraft) and otherwise on the terms on which Bank makes similar overdrafts available to its clients from time to time. No prior action or course of dealing on Bank’s part with respect to the settlement of transactions on Customer’s behalf will be asserted by Customer against Bank for Bank’s 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

Bank’s Right Over Securities; Set-off

(a)

Without prejudice to Bank’s rights under Applicable Law, Bank shall have, and Customer grants to Bank a security interest in and a lien on the Financial Assets held in the Securities Account as security for any

and all Liabilities outstanding from time to time (whether actual or contingent) of Customer to Bank under or in connection with this Agreement until satisfaction of all Liabilities, and Bank shall be entitled without notice to Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial 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, Bank 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 Bank’s rights under Applicable Law, Bank may set off against any Liabilities of Customer to Bank under this Agreement any amount in any currency standing to the credit of any of Customer’s Accounts. For this purpose, Bank shall be entitled 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)

Customer grants to the Bank a security interest in and a lien on the Financial Assets held in any given Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure Customer’s portion of any Transfer Account Liabilities, and the Bank shall be entitled without notice to the Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities, provided that Bank hereby agrees, that when commercially reasonable, it shall apply monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities before selling or otherwise realizing any of such Financial Assets in the Securities Account. For the purpose of effecting the foregoing rights, the Bank shall be entitled 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.

(d)

The Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, the Customer will ensure that the Transfer Agent provides to the Bank, on a daily basis (no later than 12:00 p.m. each business day): (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any Transfer Account Liabilities incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. The Customer

will be responsible for any Liabilities resulting from a failure of the Transfer Agent to provide accurate and timely information to the Bank regarding the Transfer Accounts.

5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1

Appointment of Subcustodians; Use of Securities Depositories

(a)

Bank is authorized under this Agreement to act through and hold Customer’s Financial Assets with Subcustodians. Bank will act in good faith and use reasonable care, prudence and diligence in the selection, monitoring and continued appointment of such Subcustodians. In addition, Bank 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 Bank with such documentation or acknowledgements that Bank may require to hold the Financial Assets in such Securities Depository.

(b)

Any agreement Bank enters into with a Subcustodian for holding Bank’s 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. Bank 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, Bank will cause the Subcustodian to identify on its records that the Securities deposited by the Subcustodian at such Securities Depository belong to Bank, as agent. Bank shall identify on its records as belonging to Customer Financial Assets of Customer held by Subcustodian or 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.

(c)

Bank is not responsible for the selection or monitoring of any Securities Depository (other than as set forth in Section 2.21 with respect to an Eligible 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 the negligence, wilful default, or insolvency of a Securities Depository, Bank will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action. Bank

shall be liable to Customer for any loss or damage to Customer resulting from Financial Assets held at a Securities Depository if such loss or damage directly resulted from the negligence or wilful misconduct of Bank or any of its employees.

5.2

Liability for Subcustodians

(a)

Subject to Section 7.1(b), Bank shall 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 Bank acting as an Affiliated Subcustodian, to the extent permissible under Applicable Law. Bank shall provide to Customer such list of Affiliated Subcustodians from time to time.

(b)

Subject to Section 5.1(a) and Bank’s duty to use reasonable care, prudence and diligence 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 Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch of Bank or an Affiliated Subcustodian, provided that Bank conducts reasonable due diligence in selecting the Subcustodian, monitors the financial position of the Subcustodian on an ongoing basis and takes prompt action to replace the Subcustodian in the event that the Bank receives information through its monitoring process that would lead a reasonable financial institution to arrive at a reasonable conclusion that the Subcustodian presents an unreasonable risk of insolvency.

(c)

Subject to compliance with Rule 17f-5 under the Investment Company Act of 1940, Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt notice of any such action, which will be advance notice whenever practicable. Upon request by Customer, Bank 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.

6.	ADDITIONAL PROVISIONS RELATING TO CUSTOMER

6.1

Representations of Customer and Bank

(a)

The 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 Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any 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 Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable 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 Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as otherwise expressly agreed to by Bank in writing (such writing to include any collateral control agreements with Bank), the Financial Assets (other than collateral or margin with respect to U.S. exchange-traded options) 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.

(b)

Bank represents, warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s 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, and warrants that it will remain so qualified and upon ceasing to be so qualified, shall promptly notify the Customer in writing and (iv) it shall act in accordance with custody rules under the Investment Company Act of 1940 and all other Applicable Law to the extent they are applicable to custodians such as Bank.

(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 Bank 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, Bank 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 Bank as a principal in respect of any transactions relating to the Account, in the absence of negligence or wilful misconduct by Bank. The foregoing will not affect any rights Bank might have against Customer’s principal or the other person envisaged by Section 2.1(a).

7.	WHEN BANK IS LIABLE TO CUSTOMER

7.1

Standard of Care; Liability

(a)

Bank will use reasonable care, diligence and prudence in performing its obligations under this Agreement (or such higher standard, if any, as is required under Rule 17f-4 under the Investment Company Act of 1940). Unless otherwise provided herein, Bank will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care, diligence and prudence.

(b)

Bank will be liable for the Customer’s direct damages to the extent they result from Bank’s fraud, negligence, bad faith or wilful 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 Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits (except for lost profits that directly result from direct 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, Bank’s performance under this Agreement, or Bank’s role as custodian.

(c)

Indemnification

(i) Except as otherwise provided in this Agreement, the Customer will indemnify Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of Bank Indemnitees in connection with or arising (x) out of Bank’s performance under this Agreement, provided Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or wilful misconduct in connection with the Liabilities in question or (y) solely out of any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets (and not out of Bank’s performance under this Agreement), provided that, in each case, to the extent practicable, Bank uses reasonable care to provide prompt notice to Customer of the circumstances and all pertinent facts related to the claim for

indemnification and Bank, in good faith, makes reasonable efforts to mitigate any such amounts. Nevertheless, Customer will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Customer shall not be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by Bank, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to Customer’s performance or non-performance under this Agreement.

(ii) Except as otherwise provided in this Agreement, Bank agrees to indemnify and hold harmless Customer from all loss, damage and expense (including, but not limited to, reasonable attorneys’ fees and costs) suffered or incurred by such Customer in connection with this Agreement which result from the failure of Bank to exercise the standard of care set forth in Section 7.1(a) hereof; provided, however, that Customer has not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the loss, damage and expense in question; and provided further, that Customer shall, in good faith, make reasonable efforts to mitigate any such amounts.

(d)

Promptly upon receipt by Customer or Bank, as applicable, of notice of its involvement in a matter that may be covered under the indemnification provisions of Sections 3.1(a) or 7.1(c) (“Claim”), such party (“Claimant”) when seeking indemnification under such Section, shall notify the other party (“Indemnitor”) of such Claim in writing. Failure by Claimant to so notify Indemnitor will not relieve Indemnitor from its obligation to indemnify Claimant under this Agreement, except to the extent that such failure to notify adversely affects any of Indemnitor’s substantive rights or defenses and such effects are material and irreversible. Indemnitor will be entitled to assume the defense of any such Claim with counsel reasonably satisfactory to Claimant. Upon assumption by Indemnitor of the defense of any such Claim, Claimant may participate in the defense of such Claim at any time and may retain its own counsel but Indemnitor shall not be liable for any legal fees or expenses subsequently incurred by Claimant in connection with the defense thereof, unless (i) Indemnitor has agreed to pay such fees and expenses, (ii) Indemnitor shall have failed to employ counsel satisfactory to Claimant in a timely manner or (iii) Claimant shall have reasonably determined that representation of Claimant by counsel provided by Indemnitor pursuant to the foregoing would be inappropriate due to actual or potential conflicting interests between Indemnitor and Claimant, including, without limitation, situations in which there are one or more legal defenses available to Claimant that are different from or additional to those available to Indemnitor. Claimant shall not settle or compromise any Claim subject to indemnification hereunder without the

written consent of Indemnitor (which consent shall not be unreasonably withheld or delayed).

(e)

Customer agrees that Bank 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; and (iv) except as may otherwise be required by Sections 2.20 and 2.21 hereof, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash.

7.2

Force Majeure

Bank will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines in good faith from time to time meet reasonable commercial standards and regulatory requirements. In the event of equipment failures, Bank shall, at no additional expense to Customer or any Account, take commercially reasonable steps to minimize service interruptions. In the event of business disruption that materially impacts Bank’s provision of service under this Agreement, Bank will promptly notify Customer of the disruption and steps taken in response, and will use commercially reasonable efforts to resume operations as promptly as is practicable given the circumstances. Bank will have no liability, however, where Bank has otherwise exercised reasonable care, diligence and prudence, 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 (except where such fraud or forgery is attributable to Bank or its employees), malfunction of equipment or software (except where such malfunction is primarily attributable to Bank’s negligence or wilful 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 cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange).

7.3

Bank May Consult With Counsel

Bank 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. Bank will use reasonable care in the selection and continued appointment of such counsel.

7.4

Bank Provides Diverse Financial Services and May Generate Profits as a Result

Customer hereby authorizes Bank to act under this Agreement notwithstanding that: (a) Bank 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 Bank may have a potential conflict of duty or interest, including the fact that Bank 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. (b) Bank 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. Bank 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 Bank receiving the same types of custody services that are of similar size as Customer.

7.5

Assets Held Outside Bank’s Control

Bank will not be obliged to (a) hold Financial Assets or cash with any person not agreed to by Bank or (b) register or record Financial Assets in the name of any person not agreed to by Bank. Furthermore, Bank will not be obliged to register or record on Bank’s records Financial Assets held outside Bank’s control. If, however, the Customer makes any such request and Bank agrees to the request, the consequences of doing so will be at the Customer’s own risk. Bank will 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 processing).

7.6

Ancillary Services

Bank and its Subcustodians may use third parties to provide ancillary services (i.e. services that do not form part of the custody services contained in Article 2 and which include without limitation courier or pricing services). Whilst Bank will use reasonable care (and procure that its Subcustodians use reasonable care) in the selection and retention of such third parties, it will not be responsible for any errors or omissions made by such third party in providing the relevant services.

8.	TAXATION

8.1

Tax Obligations

(a)

Customer confirms that Bank 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 Bank such certifications, 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 Bank immediately if any information provided in accordance with the foregoing sentence requires updating or correcting. Bank 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 Bank 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 Bank’s control.

(c)

If Bank 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 Bank will be responsible for any penalty or additions to tax due solely as a result of Bank’s wilful 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.

8.2

Tax Relief Services

(a)

Subject to the provisions of this Section, Bank will apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited to the Securities Account that Bank believes may be available to the Customer. To defray expenses pertaining to nominal tax claims, Bank 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.

(b)

The provision of a tax relief service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank), prior to the receipt of Financial Assets in the Account or the payment of income.

(c)

Bank will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank 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, Bank will have no responsibility with regard to Customer’s tax position or status in any jurisdiction.

9.	TERMINATION

9.1

Termination

(a)

Except with respect to the Additional Customers, the initial term of this Agreement shall be from the effective date of this Agreement through and including December 15, 2015 (the “Initial Term”). Following the Initial Term, either party may terminate this Agreement on sixty (60) days’ written notice to the other party. Notwithstanding the foregoing sentence, (i) either party may terminate this Agreement prior to the end of the Initial Term as permitted under Section 9.1(b) and (ii) Customer may terminate this Agreement prior to the end of the Initial Term upon sixty (60) days written notice subject to payment of the amount set out in Section 9.1(c) or 9.1(d) as applicable. Notwithstanding anything in this Agreement to the contrary, each Additional Customer and Bank hereby agree that no Additional Customer shall be subject to the Initial Term or the early termination fee set forth in Section 9.1(c) or 9.1(d) of the Agreement, as applicable, and any Additional Customer shall be entitled to terminate the Agreement upon 60 days’ written notice to Bank (unless entitled to a shorter notice period pursuant to Section 9.1(b)).

(b)

Notwithstanding Section 9.1(a):

(i)

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 ninety (90) days’ (or such longer period consented to by the non-breaching party in writing, such consent shall not be unreasonably withheld) of that party being given written notice of the material breach. Notwithstanding the foregoing, to the extent that Bank determines in good faith that such material breach is not capable of being cured by

commercially reasonable means, this Agreement may be terminated by Customer immediately upon written notice to Bank;

(ii)

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 or being the subject of a similar measure;

(iii)

This Agreement may be terminated with respect to any Customer to the extent that all of the assets of such Customer are merged into another Customer or such Customer ceases to exist;

(iv)

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

(v)

Customer may terminate this Agreement immediately on written notice to Bank in the event that Bank fails to correct a material breach of certain service level measurements set forth in the related Key Performance Indicators Agreement within ninety (90) days’ of Bank being given written notice of such material breach.

(c)

If a Customer set forth on Schedule A-2 (each, a “Schedule A-2 Customer”) terminates this Agreement during the Initial Term (other than a termination pursuant to Section 9.1(b) hereof), such Schedule A-2 Customer shall pay Bank an early termination fee. The early termination fee for Schedule A-2 Customers shall equal the sum of fees due to Bank for the six calendar months immediately preceding the date of termination of this Agreement.

(d)

If a Schedule A-3 Customer or Schedule A-4 Customer terminates this Agreement during the Initial Term other than a termination pursuant to Section 9.1(b) hereof, such Schedule A-3 Customer or Schedule A-4 Customer, as applicable, shall pay Bank an early termination fee in order to compensate Bank. The early termination fee shall be calculated as follows:

(i) If early termination occurs between the effective date of this Agreement and December 15, 2011 (including December 15, 2011), the early termination fee shall equal the sum of: