GLOBAL CUSTODIAL AND AGENCY SERVICES AGREEMENT DIMENSIONAL ETF TRUST

1.	DEFINITIONS AND INTERPRETATION	4
2.	ESTABLISHMENT OF ACCOUNTS	6
3.	ACCOUNT PROCEDURES	9
4.	INSTRUCTIONS	10
5.	PERFORMANCE BY THE CUSTODIAN	11
6.	AGENCY SERVICES: PORTFOLIO COMPOSITION	16
7.	AGENCY SERVICES: CREATION UNITS, SALES AND REDEMPTIONS	17
8.	TAX STATUS/WITHHOLDING TAXES	21
9.	USE OF THIRD PARTIES	22
10.	REPRESENTATIONS	24
11.	SCOPE OF RESPONSIBILITY	25
12.	SUBROGATION	28
13.	INDEMNITY	29
14.	LIEN AND SET OFF	29
15.	FEES AND EXPENSES	30
16.	CITIGROUP ORGANIZATION INVOLVEMENT	30
17.	PROXIES, CORPORATE ACTIONS AND CLASS ACTIONS	30
18.	RECORDS AND ACCESS	32
19.	INFORMATION AND DATA PROTECTION	34
20.	ADVERTISING	39
21.	TERMINATION	39
20.	GOVERNING LAW AND JURISDICTION	41
21.	MISCELLANEOUS	41

1.

DEFINITIONS AND INTERPRETATION

(A)

Definitions.

(B)

Interpretation.

2.

ESTABLISHMENT OF ACCOUNTS

(A)

Accounts. The Client, on behalf of each Portfolio, hereby appoints the Custodian as custodian of the Securities and Cash and as its agent hereunder solely in connection with

(B)

Designation of Accounts.

(i)

The Custodian shall establish and maintain a separate Cash Account and Custody Account for each Portfolio and shall credit the applicable Cash Account or Custody Account of each Portfolio with all Securities or Cash, as applicable, received  by it for the account of such Portfolio and shall charge such Cash Account or Custody Account with the liabilities of such Portfolio.

(ii)

Each Custody Account will be in the name of the Client, on behalf of a particular Portfolio, or such other name as the Client may reasonably designate and will indicate that Securities do not belong to the Custodian and are segregated from the Custodian’s assets.

(iii)

Each Cash Account will be in the name of the Client, on behalf of a particular Portfolio, or such other name as the Client may reasonably designate.

(C)

Segregation.

(i)

To the extent reasonably practicable, the Custodian will hold a Portfolio’s Securities with a Subcustodian only in an account which holds exclusively assets held by the Custodian for that Portfolio, and will direct each Subcustodian to identify on its books that a Portfolio’s Securities are held for the account of the Custodian as custodian for that Portfolio.  In this regard, the Custodian shall identify Securities on its records in a manner so that it is readily apparent the Securities held in a Custody Account (i) belong to the Client on behalf of a Portfolio, (ii) do not belong to the Custodian or any other clients of the Custodian, and (iii) are segregated on the books and records of the Custodian from the Custodian’s and its other clients’ assets.  The Custodian will hold Securities in such manner that they should not become available to the insolvency administrator or creditors of the Custodian. If the foregoing is not reasonably practicable, the Custodian will notify the client of such fact and indicate under what designation a Portfolio’s Securities are held with a particular Subcustodian. The Custodian will direct each Subcustodian, to the extent practicable, to hold Securities in a Clearance System only in an account of the Subcustodian which holds exclusively assets held by the Subcustodian for its customers and that has been so identified on the books and records of the Clearance System or that is identified at the Clearance System in the name of a nominee of the Custodian or Subcustodian used exclusively to hold

(ii)

Any Securities deposited by the Custodian with a Subcustodian will be subject only to the instructions of the Custodian, and any Securities held in a Clearance System for the account of a Subcustodian will be subject only to the instructions of the Subcustodian.

(iii)

The Custodian shall require the Subcustodian to agree that Securities will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Subcustodian.  The Custodian shall require the Subcustodian to identify on its records in a manner so that it is readily apparent that the Securities (i) do not belong to the Custodian and are held by the Custodian for and belong to clients of the Custodian, (ii) do not belong to the Subcustodian or other clients of the Subcustodian, and (iii) are segregated on the books and records of the Subcustodian from the Subcustodian’s and its other clients’ assets.  The Custodian shall not, and shall require that its sub-custodians do not, lend, pledge, hypothecate or rehypothecate any Securities without the Client’s consent.

(iv)

The Custodian shall and shall require any Subcustodian to record book-entry Securities or uncertificated Securities settled outside a Clearance System on the books and records of the applicable transfer agent or registrar (or the issuer if none) in a way that identifies that the Securities are being held by the Custodian or its Subcustodian as custodian for clients and are not assets belonging to the Custodian or the sub-custodian, if applicable.  The Custodian shall and shall require any Subcustodian to hold certificated Securities in registered or bearer form in its vault segregated from certificates held for itself and/or any other clients.

(D)

The Custodian shall upon receipt of Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred Cash and/or Securities (a) in accordance with the provisions of any agreement among the Client on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry Regulatory Authority (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the U.S. Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection  with transactions by the Portfolio, (b) for purposes of segregating Cash or government securities in connection with options purchased, sold or written by the Portfolio or in connection with commodity futures contracts or options thereon purchased or sold by the Portfolio, (c) for the purposes of compliance by the Portfolio with the procedures

(E)

Status of Client.

3.

ACCOUNT PROCEDURES

(A)

Denomination of Securities. The Client, on behalf of each Portfolio, shall bear the risk and expense associated with investing in Securities or Cash denominated in any currency, but the foregoing shall not relieve the Custodian of meeting its standard of care provided in Section 11 of this Agreement.

(B)

Payments. The Client, on behalf of a Portfolio, will transfer to the Custodian on closure of a Cash Account and otherwise on demand from the Custodian sufficient immediately available funds to cover any debit balance on a Cash Account. The Custodian may at any time cancel any extension of credit.

(C)

Cash Held as Banker. In holding cash in a Cash Account, the Custodian is acting as banker, and the Custodian is not acting as trustee or in trust with respect to maintaining the deposit of cash or in connection with any cash transfer or transaction, including foreign exchange, effected pursuant to this Agreement. The Custodian is not obliged to make a credit or debit to the Cash Account before receipt by the Custodian of a corresponding and final payment in cleared funds. If the Custodian makes a credit or debit before such receipt, the Custodian may at any time reverse all or part of the credit or debit (including any interest thereon), make an appropriate entry to the Cash Account, and if it reasonably so

(D)

Deliveries of Securities. If the Custodian has received instructions that would result in the delivery of Securities exceeding credits to the Custody Account for that Security, the Custodian may reject the instructions or may decide which deliveries it will make (in whole or in part and in the order it selects).

4.

INSTRUCTIONS

(i)

The Client, on behalf of a Portfolio, and the Custodian will comply with security procedures designed to verify the origination of Instructions.

(ii)

Subject to the standard of care set forth in Section 11, the Custodian is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client. The Custodian, following the verification of the origination of an Instruction, may act on any Instruction by reference to an account number only, even if any account name is  provided.

(iii)

The Custodian, following verification of the origination of an Instruction, may act on an Instruction if it reasonably believes it contains sufficient information.

(iv)

The Custodian may decide not to act on an Instruction where it reasonably doubts its contents, authorization, origination or compliance with any security procedures and will promptly notify the Client of its decision.

(v)

If the Custodian acts on any Instruction sent manually (including facsimile  or telephone), then, if the Custodian complies with the security procedures, the Client, on behalf of a Portfolio, will be responsible for any direct loss the Custodian may incur in connection with that Instruction; provided that the Custodian has satisfied the standard of care provided in Section 11 of this Agreement. The Client, on behalf of a Portfolio, expressly acknowledges that the Client is aware that the use of manual forms of communication to convey Instructions increases the risk of error, security and privacy issues and fraudulent activities.

(vi)

Instructions are to be given in the English language.

(vii)

The Custodian is obligated to act on Instructions only within applicable cut-off times on banking days when the Custodian and the applicable financial markets are open for business.

(viii)

In some Securities markets, Securities deliveries and payments therefore may not be or are not customarily made simultaneously. Accordingly, notwithstanding the Client’s Instruction to deliver Securities against payment or to pay for Securities against delivery, the Custodian may make or accept payment for or delivery of Securities at such time and in such form and manner as. is in accordance with relevant local law and standard industry custom and practice (1) that the Custodian follows for U.S. mutual fund clients in the relevant market, or (2) that the Custodian follows for  financial institution customers generally in the event that the Custodian has no U.S. mutual fund clients in the relevant market, but in all events subject to the standard of care set forth in Section 11. In addition, Custodian will consult with the Client at Client’s request (whether before and/or subsequent to Client’s entry into a new market)  to describe the practices followed by U.S. mutual fund clients in that market, to the extent known to the Custodian.

(A)

Receipt, Delivery and Disposal of Securities. The Custodian shall, or shall instruct any other entity authorized to hold Securities under this Agreement, to receive or deliver Securities, and the Custodian shall credit or debit the appropriate Custody Accounts, in accordance with properly authorized Instructions from the Client. The Custodian or such authorized entity shall also receive in custody all stock dividends, rights and similar Securities issued in connection with Securities held hereunder, shall surrender for payment, in a timely manner, all items maturing or called for redemption and shall take such other action as the Client, on behalf of a Portfolio, may direct in properly authorized Instructions.

(i)

Holding Securities. Except to the extent precluded by Section 8-501(d) of the Uniform Commercial Code as in effect in the State of New York (“UCC’’), the Custodian shall hold all Securities other than Cash, of a Portfolio of the Client that are delivered to it hereunder in a “securities account” with the Custodian for and in the name of such Portfolio and, except to the extent precluded by Section 8-501(d) of the UCC, shall treat all such assets, other than cash, as “financial assets” as those terms are used in the UCC. The Custodian shall at all times hold Securities held for the Client’s Portfolios either: (i) by physical possession of the certificated Securities or

(ii)

Delivery of Securities. Upon receipt of Instructions, the Custodian or Subcustodian shall make delivery of Securities which have been sold for the account of a Portfolio, but only against payment therefor in the form of: (1) cash, certified check, bank cashier’s check, bank credit, or bank wire transfer; (2) credit to the account of the Custodian or Subcustodian with a clearing corporation of a national securities exchange of which the Custodian or Subcustodian (or an agent of the Custodian or Subcustodian) is a member; or (3) credit to the account of the Custodian or Subcustodian with a Clearance System. Notwithstanding the foregoing, upon the receipt of Instructions: (i) in the case of the sale of Securities, the settlement of which occurs outside of the United States of America, such Securities shall be delivered and paid for in accordance with local custom and practice that is generally accepted by U.S. mutual funds (including, without limitation, delivery against expectation of receiving later payment), but in all events subject to the standard of care set forth in Section 11 hereof; (ii) in the case of the sale of Securities in which, in accordance with standard industry custom and practice that is generally accepted by mutual funds with respect to such Securities, the delivery of such Securities and receipt of payment therefor take place in different countries, the Custodian or Subcustodian may deliver such Securities and receive payment therefor in accordance with standard industry custom and practice for such Securities that is generally accepted by U.S. mutual funds, but in all events subject to the standard of care set forth in Section 11 hereof.

(iii)

Purchasing Securities. Upon receipt of Instructions, the Custodian or Subcustodian shall pay for and receive Securities purchased for the account of a Portfolio, provided that, payment shall be made by the Custodian or Subcustodian only upon receipt of the Securities by: (1) the Custodian or Subcustodian; (2) a clearing corporation of a national securities exchange of which the Custodian or Subcustodian is a member; or (3) a Clearance System. Notwithstanding the foregoing, upon receipt of Instructions: (i) in the case of the purchase of Securities, the settlement of which occurs outside of the United States of America, the Custodian or Subcustodian may make payment therefor and receive delivery of such Securities in accordance with local custom and practice

(iv)

Collection of Income. The Custodian shall, and shall cause each Subcustodian to: (a) collect amounts due and payable to a Portfolio with respect to the Portfolio’s Securities;(b) promptly credit to the account of each applicable Portfolio all income and other payments relating to Securities held by the Custodian hereunder upon the Custodian’s receipt of such income or payments or as otherwise agreed in writing by the Custodian and the Client, on behalf of a Portfolio; (c) promptly endorse and deliver any instruments required to effect such collections; and (d) promptly execute ownership and other certificates and affidavits for all federal, state and foreign tax purposes in connection with receipt of income, capital gains or other payments with respect to portfolio Securities and other assets of each applicable Portfolio, or in connection with the purchase, sale or transfer of such Securities or other assets; provided, however, that with respect to portfolio Securities registered in so-called street name other than that of the Custodian or its nominees, the Custodian shall use its best efforts to collect amounts due and payable to a Portfolio.  The Custodian shall promptly notify the Client, on behalf of a Portfolio, in writing by facsimile transmission, electronic communication, or in such other manner as the Client, on behalf of a Portfolio, and the Custodian may agree in writing, if any amount payable with respect to Securities of a Portfolio is not received by the Custodian when due. In the event that extraordinary measures are required to collect such income, the Client, on behalf of a Portfolio, and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

(v)

Payment of Income. Upon receipt of Instructions, the Custodian shall pay or cause to be paid, all bills, statements, or other obligations of each Portfolio. Such Instructions shall specify (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.

(B)

Registration. Securities held hereunder may be registered in the name of the Custodian, any entity authorized to hold Securities under this Agreement or a

(C)

Cash Accounts.

(i)

All cash received or held by the Custodian or by any entity authorized to hold Securities or Cash under this Agreement hereof as interest, dividends, proceeds from transfer, and other payments for or with respect to Securities or in consideration of the sale of Portfolio shares shall be (x) held in the Cash Account of each Portfolio and paid out in accordance with properly authorized Instructions of the Client, on behalf of a Portfolio, received by the Custodian or (y) if specified in the Client’s Instructions, converted to or from U.S. dollars and held by the Custodian hereunder or remitted to the Client, on behalf of a Portfolio, subject to Section 5(F) of this Agreement. The Client, on behalf of a Portfolio, shall bear any foreign exchange risk in connection with such conversion.

(ii)

The Client, on behalf of a Portfolio, agrees with respect to the payment for all purchases of Securities for a Portfolio to be deposited in the Custody Account of such Portfolio, that funds of such Portfolio for settlement will be on deposit by the settlement date at the location of settlement, in good available funds and in the currency of settlement, subject to Section 5(F) of this Agreement. The Client, on behalf of a Portfolio, acknowledges that nothing in this Agreement shall obligate the Custodian to extend credit, grant financial accommodation or otherwise advance moneys to the Client, on behalf of a Portfolio, for the purpose of making any such payments or part thereof or otherwise carrying out any Instructions.

(D)

Custodial Duties Requiring Instructions. The Custodian shall carry out the following actions only upon receipt of and in accordance with specific Instructions:

(i)

make payment for and/or receive any Securities or deliver or dispose of any Securities except as otherwise specifically provided for in this Agreement;

(ii)

deal with rights, conversions, options, warrants and other similar interests or any other discretionary right in connection with Securities; and

(iii)

carry out any action affecting a Securities or a Custody Account or Cash or a Cash Account other than those specified in Section 5(E) below, but in each instance subject to the

(E)

Non-Discretionary Custodial Duties. Absent a contrary Instruction, the Custodian shall carry out the following without further Instructions:

(i)

in the name of the Client, on behalf of a Portfolio, or on its behalf, sign any affidavits, certificates of ownership and other certificates and documents relating to Securities which may be required (i) to obtain any Securities or Cash or (ii) by any tax or  regulatory authority;

(ii)

collect, receive, and/or credit a Custody Account or Cash Account, as appropriate, with all income, payments and distributions in respect of Securities and any capital  arising out of or in connection with Securities (including all Securities received by  the Custodian as a result of a. stock dividend, bonus issue, share sub-division or reorganization, capitalization of reserves or otherwise) and take any action  necessary and proper in connection therewith;

(iii)

exchange interim or temporary receipts for definitive certificates, and old  or overstamped certificates for new certificates;

(iv)

transmit promptly to the Client notices, circulars, reports, announcements and similar written information that the Custodian has received, in the course of acting in the capacity of custodian, concerning Securities held on the Client’s behalf that require discretionary action (In this regard, the Custodian is authorized to accept and open on  the Client’s behalf all mail or communications received by it or directed in its care);

(v)

make any payment by debiting a Cash Account or any other designated account of the Client, on behalf of a Portfolio, with the Custodian as required to effect any Instruction; and

(vi)

attend to all non-discretionary matters in connection with anything provided in this Section 5(E) or any Instruction.

(F)

Foreign Exchange Transactions.

(i)

Foreign Exchange Transactions Other Than as Principal Upon Receipt of Instructions. The Custodian shall settle foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio with such currency brokers or banking institutions as the Client, with respect to a Portfolio, may determine and direct pursuant to Instructions. The Custodian shall be responsible for the transmission of cash and instructions to and from the currency broker or banking institution

(ii)

Foreign Exchange Contracts as Principal. When acting as principal, the Custodian shall enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of and for the account of a Portfolio, subject to such pricing schedule as has been mutually agreed upon by the parties. In acting as principal, the Custodian shall be responsible for the selection of the currency brokers or banking institutions and the failure of such currency brokers or banking institutions to comply with the terms of any contract or option.

(iii)

Execution and Time Stamps. In effecting currency transactions under this sub-section (F), the Custodian will use exchange rates reasonable in the relevant market at the time and for the size of the transaction and reflecting any spreads agreed with the Client. Where the relevant market is closed at the time of execution or if prevailing exchange rates are not quoted for any other reason, the Custodian will select a rate reflecting previous market rates, market volatility and any known market factors since the last quotations. When acting as principal, Custodian will execute orders promptly within the time standards for that market and will maintain time stamps (where available and if not available will provide commercially reasonable alternative proof of time of receipt and execution of the trade).

(iv)

Payments. Notwithstanding anything to the contrary contained herein, upon receipt of Instructions the Custodian may, in connection with a foreign exchange contract, make free outgoing payments of cash in the form of U.S. Dollars or foreign currency prior to receipt of confirmation of such foreign exchange contract or confirmation that the countervalue currency completing such contract has been delivered or received.

(G)

Securities Loans. Upon receipt of Instructions, the Custodian shall, in connection with loans of Securities by the Client on behalf of a Portfolio or its Securities lending agent, deliver Securities of such Portfolio to the borrower thereof prior to receipt of the collateral, if any, for such borrowing; provided that, in cases of loans of Securities secured by cash collateral, the Custodian’s instructions to the Clearance System shall require that the Clearance System deliver the Securities of the Portfolio to the borrower thereof only upon receipt of the collateral for such borrowing. Upon receipt of Instructions, the Custodian

(A)

Determination of Creation Deposit.  Subject to and in accordance with directions and information provided by the Client’s sponsor (the “Sponsor”) and the Portfolio’s accountant (the “Portfolio Accountant”), in each case as identified by the Client, the Client’s policies, as adopted from time to time by the Board of Trustees of the Client (the “Board”), and procedures set forth in the Prospectus, the Custodian will determine for each Portfolio after the end of each trading day on the New York Stock Exchange (the “NYSE”) the following information required for the issuance or redemption, as the case may be, of Shares in Creation Unit aggregations of a Portfolio on such date:

(i)

The identity and weighting of the Portfolio Components of a Creation Unit of such Portfolio for purposes of purchases in-kind and redemptions in-kind for standard and custom Creation Units. Identity and weighting of Portfolio Components for non-standard and negotiated Creation Units will be provided by the Sponsor by agreed upon deadlines.

(ii)

Determine Cash Values as instructed.

(iii)

The Custodian will provide (or cause to be provided) the Portfolio Components as instructed, and as required will provide such information to the National Securities Clearing Corporation (“NSCC”) for dissemination prior to the opening of trading on the NYSE on each day that the NYSE is open.

(B)

Movements of Portfolio Components. In connection with purchases of Creation Units, the Custodian will monitor the receipt of the underlying Portfolio Components or the receipt of Cash as collateral in lieu of Securities pursuant to Instructions in accordance with Section 7 below, and will cause the delivery of Shares only upon confirmation that such Securities and/or Cash have settled in the applicable Custody Account or Cash Account.  The settlement of Shares shall be aligned with the settlement of the underlying Portfolio Components.

(A)

Sale of Shares.  The Custodian will deposit into the Custody Account or Cash Account of the appropriate Portfolio, such payments (consisting of Securities and Cash, including Cash collateral) as are received from each Authorized Participant for purchase of Shares in Creation Units thereof issued or sold from time to time by a Portfolio.  The Client’s distributor (“Distributor”) and the Transfer Agent each shall be the Client’s Authorized Person for advising the Custodian each day as to the Creation Units purchased by an Authorized Participant.  The Custodian will provide timely notification to the Sponsor on behalf of each such Portfolio of any receipt by it of Portfolio Components as payments for Shares and instruct the Client’s transfer agent (“Transfer Agent”) as to the issuance of new Shares in Creation Units in connection with such payments; and the Custodian will effect the transfer of the Shares to the Authorized Participant through the NSCC or as otherwise required.

(B)

Repurchases or Redemptions of Shares.  From Securities and Cash held for a Portfolio as may be available for the purpose, the Custodian will deliver Portfolio Components, as required, for payment to Authorized Participants who have delivered to the Distributor proper instructions for the redemption or repurchase of Shares in Creation Unit aggregations, which will have been accepted by the Distributor.  The Transfer Agent shall advise the Custodian each day as to the repurchase of Shares in Creation Units.  The Custodian will transfer the applicable Portfolio Components to the Authorized Participant and instruct the Transfer Agent as to the cancellation of the corresponding Shares in Creation Units of the applicable Portfolio.  Any cash redemption payment (less any applicable redemption transaction fee) due to the Authorized Participant on redemption will be effected through the NSCC or as otherwise required.

(C)

Acceptance of Collateral in Lieu of Portfolio Components or Shares.  The Custodian shall accept Cash collateral in lieu of (i) any Securities required to be delivered by an Authorized Participant in connection with a sale of Shares pursuant to Section 7(A) of this Agreement or (ii) Shares in Creation Units required to be delivered by an Authorized Participant in connection with a repurchase or redemption of any such Creation Unit pursuant to Section

(D)

Calculation of Collateral Amount.  If a Portfolio participates in CNS (a “CNS Portfolio”), then the amount of Cash collateral, if any, required to be posted by each Authorized Participant with respect to such Portfolio (the “Required Collateral Amount”) shall be determined solely by NSCC.  For each Portfolio that does not participate in CNS (each a “Non-CNS Portfolio”), on a daily basis, the Custodian will (i) calculate the amount of Cash collateral, if any, required to be delivered by each Authorized Participant and (ii) contact each Authorized Participant, as applicable, and request the Authorized Participant post collateral equal to the Required Collateral Amount.  All fund transfers shall be made by Fed wire.  The Required Collateral Amount varies based on the portion of Securities or Shares delivered to an Account by the Authorized Participant in connection with its purchase or redemption of Shares, as applicable, as of the relevant calculation date.  The shortfall between the value of Securities delivered to the applicable Account and the value of the Securities component of a Creation Unit (the “Total Basket Value”) is referred to as the “Deficiency Amount”.

(E)

Collateral Calls; Return of Collateral; Buy-Ins.

(i)

Collateral Calls for CNS Portfolios.  NSCC shall contact the applicable Authorized Participant and request the Authorized Participant to post additional collateral on any business day when the collateral posted is less than the Required Collateral Amount.  Any call for additional collateral by NSCC shall be in NSCC’s sole discretion.  The Custodian

(ii)

Collateral Calls for Non-CNS Portfolios.  The Custodian shall contact the applicable Authorized Participant and request the Authorized Participant to post additional collateral on any business day when the collateral posted is less than the Required Collateral Amount.  Notwithstanding this, the Custodian will not be required to call for additional collateral and the Authorized Participant will not be required to post additional collateral unless the difference between the collateral posted and the Required Collateral Amount is at least $10,000 (the “Minimum Transfer Amount”); provided, that the Minimum Transfer Amount may be changed from time to time by mutual written consent of the parties.  The Authorized Participant must post 100% of such additional collateral plus any applicable wire fee charged by the Custodian to the Authorized Participant to the extent that such shortfall was greater than or equal to the Minimum Transfer Amount.  The Custodian will verify that the correct amount of additional collateral was timely received.  The Custodian will copy the Sponsor on all collateral calls made to the Authorized Participant.

(iii)

Return of Collateral for CNS Portfolios.  As Securities or Shares, as applicable, are delivered to the Custodian and the Deficiency Amount is reduced, NSCC will, in accordance with its practices and procedures, cause the Portfolio to return excess collateral to the Authorized Participant.  Upon delivery of all required Securities or Shares, as applicable, to the Custodian by the Authorized Participant (either as a result of a buy-in or as a result of delivery by the Authorized Participant), NCSS shall cause the Portfolio to return all remaining collateral to the Authorized Participant.  Collateral will be held by Custodian in a non-interest bearing account.

(iv)

Return of Collateral for Non-CNS Portfolios.  As Securities or Shares, as applicable, are delivered to the Custodian and the Deficiency Amount is reduced, the Custodian will, as promptly as practicable, cause the Portfolio to return excess collateral to the Authorized Participant, less any applicable wire fee charged by the Custodian to the Authorized Participant, to the extent that the excess collateral is greater than or equal to the Minimum Transfer Amount (at least $10,000, or such other amount as may have been agreed to by mutual written consent of the parties).  Upon delivery of all required Securities or Shares, as applicable, to the Custodian by the Authorized Participant (either as a result of a buy-in or as

(v)

Buy-In.  At any time the Sponsor may give the Custodian an Instruction to pay or transfer any collateral including for settlement of any Securities or Shares purchased by the Portfolio as a buy-in of any Securities or Shares not delivered by an Authorized Participant.  The Custodian shall have no responsibility for determining if the Sponsor is authorized to effect any payment or transfer of collateral.

8.

TAX STATUS/WITHHOLDING TAXES

(A)

Information. The Client, on behalf of a Portfolio, will provide the Custodian, from time to time and in a timely manner, with information and proof (copies or originals) as the Custodian reasonably requests, as to the Client’s and/or the underlying  beneficial owner’s tax status or residence. Information and proof may include, as appropriate, executing certificates, making representations and warranties, or providing other information or documents in respect of Securities, as the Custodian deems necessary or proper to fulfill obligations under applicable law.

(B)

Certain Tax Matters. Subject to and to the extent of receipt by the  Custodian  of relevant and necessary documentation and information with respect to the Client and its Portfolios that the Custodian has requested, the Custodian shall perform the following services, it being specifically understood and agreed that the Custodian shall not thereby or otherwise be considered Client’s tax advisor or tax counsel:

(i)

Withholding. Custodian shall withhold or cause to be withheld the amount of tax which is required to be withheld under applicable tax law upon collection of any dividend, interest or other distribution with respect to any domestic or foreign Securities and proceeds or income from the sale or other transfer of such Securities held in custody with the Custodian.

(ii)

Tax Rates. Custodian shall maintain tax entitlement accruals for possible tax benefits available in markets of investment and monitor tax entitlements and tax reclaim accruals based on current situations in markets of investment to protect a Portfolio’s entitlements.

(iii)

Reduction at Source and Exemption Application. Where a Portfolio is eligible, based upon its fiscal domicile and legal structure, Custodian shall coordinate  tax

(1)

provide reasonable advance notification to the Client of what tax documentation and information is required from the Client for this purpose;

(2)

discuss with the Client during the implementation process the tax documentation requirements and information required from the Client and provide pre-populated tax documentation to the Client;

(3)

provide full support to the Client with regards to the completion of the tax documentation, including technical assistance in liaison with the Custodian’s corporate team; and

(4)

promptly apply for appropriate tax relief (either by way of reduced tax rates at the time of an income payment or retrospective tax reclaims in certain markets as agreed from time to time).

(iv)

Tax Reclaim Processing. Custodian shall file tax reclaims for those markets in which the Custodian has notified the Client that it offers tax reclaims on an ongoing basis on behalf of the Client, with the filing frequency determined by local market practice and residency.

(v)

Capital Gains Tax Compliance. Custodian shall work with the Client’s local tax consultants and its Subcustodians to maintain compliance with reporting, payment, and filing requirements.

(vi)

Financial Transaction Tax and Reporting. In connection with a Portfolio’s transactions in Securities, the Custodian shall work with its Subcustodians to calculate and pay and remit to the appropriate governmental authority or other designated person any transaction tax, stamp duty, transfer tax or other similar tax or levy due on such transactions, provide any information required by such governmental authority or person, or by any agent performing tax-related services on behalf of the Portfolio,  in connection  with the payment of such tax or levy, and maintain compliance with any applicable reporting, payment, and filing requirements.

9.

USE OF THIRD PARTIES

(A)

General Authority.

(i)

Subject to the provisions of this Section 9 and Appendix A, the Custodian is hereby authorized to appoint eligible Subcustodians and Administrative Support Providers as its delegates and to use or participate in Market Infrastructures and Clearance Systems to perform any of the duties of the Custodian under this Agreement provided that the appointment or use of such Subcustodians, Administrative Support Providers, Market Infrastructures, or Clearance Systems shall not relieve the Custodian of the liabilities hereunder. Without limiting the foregoing, the Client authorizes the Custodian either directly or through one or more agents which, under the 1940 Act, are qualified to act as custodians for registered investment companies for any U.S. Securities held hereunder, to use the services of any United States central securities depository authorized under Rule 17f-4 under the 1940 Act including, but not limited to, The Depository Trust Company and the Federal Reserve Book Entry System (“U.S. Depositories”). The Custodian will deposit Securities held hereunder with a U.S. Depository only in an account which holds exclusively the assets of clients of the Custodian.

(ii)

Subject to the requirements of this Section 9, Appendix A hereto, and Rule 17f-7 under the 1940 Act, the Custodian or any Subcustodian may deposit and/or maintain Securities and Cash of a Portfolio held hereunder in an Eligible Securities Depository, as defined under Rule 17f-7, provided that such Securities are represented in an account of the Custodian or Subcustodian in. the Eligible Securities Depository that holds exclusively assets of clients of the Custodian or Subcustodian. The Eligible Securities Depository shall be obligated to comply with the Custodian’s or a Subcustodian’s directions with respect to Securities held in such account, provided that the Securities held in such Account shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Custodian or Subcustodian (or either of their respective creditors), except a claim for reasonable payment for their safe custody or administration. The books and records of the Custodian shall at all times identify those Securities belonging to a Portfolio which are maintained in an Eligible Securities Depository.

(iii)

The Custodian shall promptly provide the Client with any report obtained by the Custodian

(iv)

Securities deposited with Clearance Systems hereunder will be subject to the laws, rules, statements of principle and practices of such Clearance Systems. Clearance Systems are not delegates of the Custodian.

(v)

Additional provisions relating to the selection and oversight of Subcustodians and Clearance Systems, including non-U.S. depositories, are set forth in Appendix A annexed hereto.

(B)

Responsibility for Clearance Systems and Market Infrastructures.

10.

REPRESENTATIONS

(A)

General. The Client and the Custodian each represents at the date this Agreement is entered into and any custodial service is used or provided that:

(i)

It is duly organized and in good standing in every jurisdiction where it is required so to be;

(ii)

It has the power and authority  to sign and• to perform its obligations  under  this Agreement;

(iii)

This Agreement is duly authorized and signed and is its legal, valid and binding obligation;

(iv)

Any consent, authorization or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party;

(v)

Any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary); and

(vi)

Its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement.

(B)

Client. The Client also represents at the date this Agreement is entered into and any custodial service is used or provided that:

(i)

It has authority to deposit the Securities received in the Custody Account and the Cash in the Cash Account and there is no claim or encumbrance that adversely affects any delivery of Securities or payment of Cash made in accordance with this Agreement (unless otherwise notified to the Custodian);

(ii)

Where it acts as an agent on behalf of any of its own customers, whether or  not expressly identified to the Custodian from time to time, any such customers shall not be customers or indirect customers of the Custodian; and

(iii)

Except as provided in this Agreement, it has not relied on any oral or written representation made by the Custodian or any person on its behalf.

(C)

Custodian. The Custodian also represents at the date this Agreement is entered into and any custodial service is used or provided that:

(i)

The Custodian is a bank that is suitably qualified to serve as the custodian of the Client pursuant to Rule 206(4)-2 under the Advisers Act.

11.

SCOPE OF RESPONSIBILITY

(A)

Standard of Care. The Custodian will act without negligence, willful  misconduct, willful misfeasance, fraud, bad faith, reckless disregard of its duties and obligations under this Agreement and will perform its obligations with reasonable care, prudence, diligence and skill as determined in accordance with the standards and practices of a comparable provider

(B)

Liability for Losses. The Custodian  will  be  liable  for  the  Client’s  direct  damages resulting from failure of the Custodian to meet its standard of care under this Section or a Citi employee, contractor or agent has breach any internal Citi policy related to the delivery of services under the Agreement.  In addition, the Custodian will be liable for the Client’s direct damages resulting from the failure of any Subcustodian, Administrative Support Provider or their nominee, agent or delegate to meet its standard of care under this Section; provided, however the liability of the Custodian for direct damages does not include any loss of Securities or Cash resulting solely by reason only of the liquidation or insolvency of any Subcustodian or Administrative Support Provider so long as the Custodian has met its standard of care provided in this Section. Under no circumstances will either party be liable to the other party for special or punitive damages, or consequential loss or damage, or any lost profits, goodwill, business opportunity or business revenue in relation to this Agreement, whether or not the relevant loss was foreseeable, or that the party its delegates or its agent were advised of the possibility of such loss or damage.

(C)

Mitigation by Custodian. Upon the occurrence of any event which causes or may cause any loss, damage or expense to the Client or any Portfolio, the Custodian shall promptly notify the Client or _Portfolio  of the occurrence of such event.   In addition, (i) the Custodian shall mitigate, (ii) the Custodian shall cause any applicable Subcustodian to mitigate, and (iii) the Custodian shall use commercially reasonable efforts to cause any Clearance System to mitigate, the effects of such event and to avoid continuing harm to the Client and its Portfolios.

(D)

Limitations on the Custodian’s Responsibility.

(i)

General. The Custodian is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any Instruction given in accordance with this Agreement. The Custodian shall have no implied duties or obligations under this Agreement.

(ii)

Sole Obligations of the Custodian. The Client understands and agrees that (i) the

(iii)

No Liability for Third Parties. Except as provided in Section 11 hereof, the Custodian is not responsible under this Agreement for the acts, omissions, defaults or insolvency of any third party that is not a delegate or agent of the Custodian including, but not limited to, any broker, counterparty or issuer of Securities.

(iv)

Performance Subject to Laws. The Client understands and agrees that the Custodian’s performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, Clearance System or market where or through which Instructions are to be carried out and to which the Custodian is subject and as exist in the country in which any Securities or Cash are held.

(v)

Prevention of Performance. Neither the Custodian nor the Client will be responsible to the other for any failure to perform any of its obligations (nor will the Custodian be responsible for any unavailability of funds credited to a Cash Account) if such performance is prevented, hindered or delayed  by a Force Majeure Event, provided that such failure to perform is not a result of a party’s failure to maintain and implement a business continuity plan as described below.  In such case, a party’s obligations will be suspended for so long as the Force Majeure Event continues. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Custodian or the Client, such as restrictions on convertibility or transferability, requisitions, involuntary transfers, unavailability of communications system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government. Upon the occurrence of any Force Majeure Event, the party affected by that event will inform the other party to this Agreement and will use its reasonable efforts to mitigate any losses that the other party may suffer as a result thereof. For the avoidance of doubt, the Custodian confirms that it maintains and tests, not less than annually, disaster recovery plans and contingency back-up services.

(vi)

Validity of Securities. The Custodian shall exercise its standard of care as provided in Section 11 in receiving Securities but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Custodian. If the Custodian becomes aware of any defect in title or forgery of any Security, the Custodian shall promptly notify the Client.

(vii)

Capacity of Custodian. The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client, and the Custodian’s duty is solely to act as a Custodian in accordance with the terms of this Agreement.

(viii)

Forwarded Information. The Custodian is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Section 5(E)(iv) of this Agreement not prepared by the Custodian including the accuracy or completeness of any translation provided by the Custodian in regard to  such forwarded communication.

(ix)

Insurance/Fidelity Bond. The Custodian agrees to maintain insurance and fidelity bond coverage as appropriate for its activities and sufficient to comply with the requirements of the Custodian’s banking regulator; provided nothing in this Section 11(D)(ix) shall require the Custodian to insure any property.

(x)

Mitigation By Client. If the Client obtains actual knowledge of any loss, damage or expense to the Client or any Portfolio that the Client believes was caused by the Custodian, a Subcustodian, or an Administrative Support Provider, (i) the Client shall promptly notify

12.

SUBROGATION

13.

INDEMNITY

(A)

Indemnity to the Custodian. The Client, on behalf of a Portfolio, agrees  to indemnify the Custodian and to defend and hold the Custodian harmless from all losses, costs, damages and expenses (including reasonable legal fees) and liabilities for any claims, demands or actions (each referred to as a “Loss”), incurred by the Custodian in connection with this Agreement, except any Loss resulting from the negligence, willful misconduct, or fraud of the Custodian, any Subcustodian, Administrative Support Provider or any of their nominees, agents or delegates. Under no circumstances will the Client, on behalf of a Portfolio, be liable to the Custodian for special or punitive damages, or consequential loss or damage, or any lost profits, goodwill, business opportunity or business revenue in relation to this Agreement, whether or not the relevant loss was foreseeable, or that the Client, on behalf of a Portfolio, was advised of the possibility of such loss or damage.

(B)

Indemnity to the Client. The Custodian agrees to indemnify the Client, on behalf of a Portfolio, (including without limitation each and any of its respective officers, directors, employees, and representatives) for all losses, costs, damages and expenses (including reasonable legal fees incurred by the Client or such person in any action or proceeding between the Client and the Custodian or between the Client, on behalf of a Portfolio, and any third party) arising from or in connection with the performance of this Agreement (each referred to as a “Loss”), imposed on, incurred by, or asserted against the Client, on behalf of a Portfolio, in connection with or arising out of (i) the Custodian’s failure to exercise its standard of care under this Agreement, including the negligence, willful misconduct or fraud of the Custodian, any Subcustodian or Administrative Support Provider, or any of

(C)

Indemnification Procedures. In order that the indemnification provisions contained in this Section 13 shall apply, upon the assertion of a claim for which one party (the “lndemnitor”) may be required to indemnify another (the “lndemnitee”), the lndemnitee must promptly notify the Indemnitor of such assertion, and shall keep the Indemnitor advised with respect to all developments concerning such claim. The lndemnitor shall have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make  any  compromise in any case in which the Indemnitor may be required to indemnify it except with the lndemnitor’ s prior written consent.

14.

LIEN AND SET OFF

(A)

Lien. In addition to any other remedies available to the Custodian under applicable law, the Custodian shall have, and the Client, on behalf of a Portfolio, hereby grants, a continuing general lien on all Securities held in the Custody Account for a Portfolio until the satisfaction of liabilities (except such liabilities as may arise from the failure of the Custodian, a Subcustodian or an Administrative Support  Provider to meet the standard of care provided in Section 11) arising under this Agreement of the Client (in respect of that Portfolio only) to the Custodian with respect to any fees and expenses or credit exposures incurred in the performance of services under this Agreement on behalf of  that Portfolio. The Custodian shall require each Subcustodian  to agree that Securities and Cash will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Subcustodian.

(B)

Set Off. To the extent permitted by applicable law and in addition to any other remedies available to the Custodian under applicable law, the Custodian may, with prior notice to the Client, set off any payment obligation owed to it by a Portfolio in connection with all liabilities (except such liabilities as may arise from the failure of the Custodian, a Subcustodian or an Administrative Support Provider to meet the standard of care provided in Section 11 arising under this Agreement in connection with the  Cash Account against any payment obligation owed by it to that Portfolio under this Agreement regardless of the place of payment or currency of either obligation (and for such purpose may make any currency conversion necessary).

15.

FEES AND EXPENSES

16.

CITIGROUP ORGANIZATION INVOLVEMENT

17.

PROXIES, CORPORATE ACTIONS AND CLASS ACTIONS

(A)

Proxies. The Custodian shall deliver to the Client or its designee, in the  most  expeditious manner practicable, all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to Securities owned by one or more of the Client’s Portfolios (including Securities which have been lent, provided  that at least one (1) such share remains held back from loan) that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodian, or any nominee of either of them should have become aware), and, upon receipt of Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all Securities and that the Client’s investments in non-U.S. Securities may entail proxies and notices, which, for the avoidance of doubt, are subject to this Agreement. The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such Securities are issued.  In the event that the Client invests in non-U.S. Securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify the Client. Except as directed pursuant to Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such Securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect

(B)

Corporate Actions. In the event that Custodian is provided notice (in industry standard form) with respect to a Security, including Securities which have been lent, of (a) a proposed merger, recapitalization, reorganization notices of call or maturity of a Security, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action, or (b) a proposed issuance of Securities or rights to participate in the issuance of Securities, in each case by or with respect to the issuer of Securities held by it for the account of a Portfolio (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Client, on behalf of a Portfolio, or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy of any offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action (including any letters or attestations requested by an issuer to be executed by the Client, on behalf of a Portfolio, in connection with such Voluntary Corporate Action) and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Client, on behalf of a Portfolio, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with Securities of the Portfolios at any time held by it unless (i)  the Custodian is in actual possession of such Securities and (ii) the Custodian receives Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the market deadline for taking action to exercise such right or power. If the Client, on behalf of a Portfolio, provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election. Notwithstanding the foregoing, if the Custodian receives notice that a Portfolio has been invited to participate in  an accelerated Voluntary Corporate Action (an offer which does not allow the two-day timeframe referenced above), the Custodian shall provide written notice, containing the information specified above, to the Client, on behalf of a Portfolio, and  use commercially reasonable efforts to transmit, prior to the market deadline, the Client’s Instructions for the exercise of any such accelerated Voluntary Corporation Action or any related rights or powers.

(C)

Class Actions. The Custodian shall also transmit promptly to the Client for each Portfolio all written information received by the Custodian or a Subcustodian regarding any class action or other litigation in connection with a Portfolio’s Securities, including Securities which have been lent, issued and then held, or previously held, during the term of this Agreement by the Custodian for the account of the Client for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms.

18.

RECORDS AND ACCESS

19.

INFORMATION AND DATA PROTECTION

(A)

Protection of Confidential Information. Except as expressly provided otherwise herein,

---

(B)

Each party, as the Receiving Party of Confidential Information  of a Disclosing Party, shall have the right to disclose such Confidential Information  to its employees, agents and subcontractors who have a need to know such information in connection with the Receiving Party’s performance of its obligations under this Agreement (including for data processing, statistical and risk analysis purposes); but the Receiving Party shall require that such employees, agents and subcontractors are subject to terms governing confidentiality and security of such information that are substantially similar to those set forth in this Agreement, and shall be responsible for compliance with the provisions of this Section 19 by such employees, agents and subcontractors.

(C)

Notwithstanding anything to the contrary in this Section 19, if the Receiving Party is required by any law, court, regulator or legal process to disclose such Confidential Information  or any portion thereof, then such Receiving Party shall (i) as promptly as reasonably possible after determining that it is obligated to make such disclosure, and, if practicable, prior to making any such disclosure, use commercially reasonable efforts to promptly notify the Disclosing Party of its obligation to make Required Disclosure, so that the Disclosing Party may have an opportunity to object to such disclosure or to obtain a protective order or other appropriate relief, (ii) provide such reasonable cooperation and assistance as the Disclosing Party may reasonably request in any effort by the Disclosing Party to obtain such relief, and (iii) take reasonable steps to limit the amount of Confidential Information  so disclosed and to protect its confidentiality.

(D)

This paragraph (D) applies to the extent that certain information made available by the Client pursuant to this Agreement or otherwise maintained by the Custodian under this Agreement may be deemed nonpublic personal information under the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act or may otherwise fall within the ambit of other applicable privacy Laws (collectively, “Privacy Laws” .and the relevant information, “Personal Information”). The Custodian agrees (i) not to disclose or use Personal Information  except as required to carry out its duties under this Agreement (including for data processing, statistical and risk analysis purposes) or as instructed by the Client; (ii) to limit access to such information to authorized representatives of the Custodian and the Client; (iii) to establish and maintain reasonable physical, administrative, technical, electronic and procedural safeguards to protect Personal Information as described on Section 19(a) above; (iv) to cooperate in good faith with the Client and provide reasonable assistance in ensuring compliance with such Privacy Laws to the extent applicable; and (v) to promptly inform the Client if the

(E)

Upon any expiration or termination of this Agreement, the Receiving Party of any Confidential Information (which in the case of the Custodian shall include Personal Information) shall, upon request of the Disclosing Party: (i) return promptly to the Disclosing Party all tangible forms of such Confidential Information which  the Receiving Party has theretofore acquired from the Disclosing Party, or (ii) certify that  the Receiving Party has used all reasonable efforts to destroy all copies of all materials that incorporate or reflect such Confidential Information. The Receiving  Party’s  return or certification shall apply to all Confidential Information then subject to the obligations of this Section except for (A) any Confidential Information that the Receiving Party is required to retain pursuant to any Law, (B) executed original copies of any contractual documents or other materials customarily held by the Receiving Party as archival material, and (C) copies of any computer tapes or files which have been created in the ordinary course of business pursuant to the Receiving Party’s archiving and back-up procedures for records.

20.

ADVERTISING

21.

TERMINATION

(A)

Term. This Agreement will  begin on _________, 2020 (the “Effective  Date”) and have an initial term of five (5) years from the Effective Date (the “Initial Term”). Thereafter this Agreement shall continue indefinitely until terminated pursuant to Section 21(B).

(B)

Termination.

(i)

After the expiration of the Initial Term, any party may terminate this Agreement with respect to one or more Portfolios in whole or as between itself and the other parties hereto by giving notice: not less than sixty (60) days’ prior written notice in the case of a termination by the Client, with respect to a Portfolio, and not less than one hundred twenty (120) days prior written notice in the case of a termination by the Custodian.

(ii)

During the Initial Term and thereafter, the Client on behalf of a  Portfolio or the Custodian may immediately terminate this Agreement: (a) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either (1) failed to cure or (2) failed to establish  a remedial  plan  to cure that is reasonably acceptable, within sixty (60) days’ written notice of such breach, (b) in the event of the appointment of a conservator or receiver for the other party or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction or (c) based upon the Client’s determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect.

(iii)

In addition, the Client, on behalf of a Portfolio, may terminate this Agreement during the Initial Term and thereafter with respect to a Portfolio if, in the Client’s reasonable opinion, the Custodian has persistently not achieved the performance measures set forth in any service level document (a “Service Level Document”) that may be established in good faith by the parties as key identified performance measures, and a plan or revised plan has not been put into place in accordance with the following procedures: In the event that the Custodian has persistently not met the key identified performance measures set forth in the Service Level Document during any two months of any calendar quarter (as such failure is set forth in the Service Level Document), the Client may, in its discretion, submit a written deficiency notice to the Custodian outlining the performance deficiencies (“Deficiency Notice”). Such Deficiency Notice shall be provided to the Custodian within 20 days of the end of such calendar quarter. After receipt of such notice, the Custodian shall present the Client with a written plan (the “Plan”) to address the deficiencies set forth in the Deficiency Notice. Such Plan must be provided to the Client within 30 days after receipt of the Deficiency Notice. If the Custodian fails to submit a Plan within such 30-day period, the Client may terminate this Agreement upon 60 days’ written notice to the Custodian. The Client, in its discretion, may accept or reject the Plan by notifying the Custodian in writing (“Plan Notice”) within 15 days after submission of the Plan.

(C)

Effect on Securities and Successor Custodian. Upon termination, the Custodian shall deliver the Securities and Cash as instructed by the Client, on behalf of a Portfolio. If by the termination date the Client, on behalf of a Portfolio, has not given Instructions to deliver any Securities or Cash, and if directed by Client, the Custodian will provide the services hereunder until a replacement custodian is in place, for a reasonable period of time not to exceed nine months, subject to the terms of this Agreement, including compensation. The Custodian will also provide reasonable assistance to its successor, for such transfer, subject to the payment of such reasonable expenses and charges as the Custodian customarily charges for such assistance.  The parties shall also reasonably cooperate with respect to the development of a transition plan setting forth a reasonable timetable for the transition and describing the parties’ respective responsibilities for transitioning the services to any successor Custodian in an orderly and uninterrupted fashion.

(D)

Surviving Terms. The rights and obligations contained in Sections 8 (with respect to tax years and tax liabilities during the term of this agreement), 11, 12, 13, 14, 17(B) (with respect to the provision of information relating to corporate actions), 17(C) (with respect to the provision of proof of claim forms), 18(B), 19, 20, 22 and 23 of this Agreement shall survive the termination of this Agreement.

22.

GOVERNING LAW AND JURISDICTION

(A)

Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of New York.

(B)

Jurisdiction. The federal and state courts of the State of New  York located in the City of New York will have non-exclusive jurisdiction to hear any disputes arising out of or in connection with this Agreement, and the parties irrevocably submit to the jurisdiction of such court.

(C)

Venue. Each party hereto waives any objection it may have at any time, to the laying of venue of any actions or proceedings brought in any court specified in Section 22(B) hereof, waives any claim that such actions or proceedings have been brought in an inconvenient forum and further waives the right to object that such court does not have jurisdiction over such party.

23.

MISCELLANEOUS

(A)

Entire Agreement; Amendments. This Agreement consists exclusively of this document together with the schedules and the Confidentiality and Data Protection Conditions Annex.   In the event of any conflict between text in the Annex and this Agreement, the Agreement controls. The Custodian may notify the Client of terms which are applicable to the provision of services in the location of a particular office and such terms shall be contained in a schedule and shall supplement this Agreement in relation to that office. In case of inconsistency with the rest of this Agreement, such terms shall prevail in relation to that office.

(B)

Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any applicable law, the remaining provisions shall remain in full force and effect (as shall that provision under any other law).

(C)

Waiver of Rights. No failure or delay of the Client, on behalf of a Portfolio, or the Custodian in exercising any right or remedy under this Agreement shall constitute a waiver of that right. Any waiver of any right will be limited to the specific instance.  The exclusion or omission of any provision or term from this Agreement shall not be deemed to be a waiver of any right or remedy the Client or the Custodian may have under applicable law.

(D)

Recordings. The Client, on behalf of a Portfolio, and the Custodian consent to telephonic or electronic recordings for security and quality of service purposes and agree that either may produce telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with this Agreement.

(E)

Further Information. The Client, on behalf of a Portfolio, agrees to execute further documents and provide materials and information as may be reasonably requested by the Custodian to enable it to perform its duties and obligations under this Agreement.

(F)

Meetings. Representatives of the Custodian will meet with the Client at the Client’s headquarters in Austin, Texas at least semi-annually, and at other offices as requested from time to time by the Client.

(G)

Assignment. No party may assign or transfer any of its rights or obligations under this Agreement without the other’s prior written consent, which consent will not be unreasonably withheld or delayed; provided that the Custodian may make such assignment or transfer to a branch, subsidiary or affiliate if it does not materially affect the provision of services to the Client and its Portfolios.

(H)

Headings. Titles to Sections of this Agreement are included for convenience of reference only and shall be disregarded in construing the language contained in this Agreement.

(I)

Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This Agreement may be executed by either or both parties electronically with fully binding effect.

(J)

Audit Rights.  Custodian agrees to cooperate and provide reasonable assistance and access, including visits, in connection with Client’s general due diligence during the ordinary course of services under this Agreement.  Not more frequently than once in any twelve month period, the Client may engage a formal audit, which may involve a third party auditor or consultant (“Formal Audit”). In connection with a Formal Audit, upon thirty (30) days’ written notice, the Client or its designee may, subject to Custodian’s reasonable

(K)

Evolution of Services.   Throughout the term of this Agreement, Custodian will seek to improve the quality, efficiency and effectiveness of its services, and to generally keep pace with technological advances.  In this regard, the Custodian will seek to identify best practices, train its personnel in new techniques and technologies that have been implemented by the Custodian and to continue to make appropriate investments in the tools, infrastructure and other resources used to provide its services.  The Custodian and the Client will meet annually to conduct a formal review of the Custodian’s services and discuss how the Custodian can assist the Client in supporting evolving business and competitive needs.

(L)

Notices and Other communications.

(i)

Notices, requests, and communications described in Sections 11(C), 11(D)(v)(3), 11(D)(vi), 11(D)(x), 13(C), 19 and 21(B) of this Agreement shall be delivered in writing as set forth below:

(a)

Foreign Custody Manager:

(i)

The Client’s board of trustees (hereinafter “Board’’) hereby delegates  to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule 17f-5(a)(3), as amended from time to time, under the 1940 Act).

(ii)

As Foreign Custody Manager, the Custodian shall:

(1)

select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfolio’s foreign investments with such foreign custodians;

(2)

in selecting a foreign custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, including, without limitation, those factors set forth in Rule 17f-5(c)(l)(i)-(iv) under the 1940 Act;

(3)

enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder;

(4)

determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency

(5)

provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with Eligible Foreign Custodians;

(iii)

Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement.

(iv)

Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related  to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, such information relating to such risk as the Client shall reasonably request from time to time  and such other information as the Custodian generally makes available to clients with regard to such countries and risks.

(b)

Non-U.S. Securities Depositories. Prior to the deposit or maintenance of foreign investments of the Portfolio with a securities depository located outside the United States of America, the Custodian shall have certified in writing to the Client, on behalf of its Portfolios, that  the securities depository is an “Eligible Securities Depository”. Use of an Eligible Securities Depository shall be

(i)

The Custodian shall, if requested by the Client or its designee pursuant to Instructions, provide the Client with all reports obtained by the Custodian or any Subcustodian with respect to an Eligible Securities Depository’s accounting system, internal accounting controls, and procedures for safeguarding Foreign Assets deposited in the Eligible Securities Depository.

(ii)

The Custodian (i) shall terminate the use of any Eligible Securities Depository on behalf of any Portfolio as soon as reasonably practicable and shall take all actions reasonably practicable to safeguard the foreign investments of any Portfolio maintained with such Eligible Securities Depository: (a) upon receipt of Instructions; or (b), in the absence of the receipt of Instructions, if the custody arrangement with the Eligible Securities Depository at any time ceases to satisfy the requirements of Rule 17f-7(b)(l), and (ii) shall provide the Client or its respective designees, on behalf of the Portfolios, with written notification of any termination of the Custodian’s use of an Eligible Securities Depository at least 90 business days prior to the effective date of the proposed termination, unless the Client in its discretion permit a shorter notification period.

(iii)

A list of each Eligible Securities Depository through which the Custodian maintains foreign investments of the applicable Portfolio(s) and the countries where they may hold Foreign Assets of the applicable Portfolio(s) shall be provided to the Client prior to effectiveness of this Agreement and will be updated and provided to Client at least quarterly.

(iv)

The Custodian shall (a) provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories in accordance with section (a)(l)(i)(A) of Rule 17f-7, (b) establish a system to monitor the custody risks associated with maintaining foreign investments with the Eligible Securities Depository; (c) monitor such risks on a continuing basis, and promptly notify the Client (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(l)(i)(B) of Rule 17f-7; and (d) promptly notify the Client of any material change in the custody risks associated with maintaining foreign investments with the Eligible Securities Depository.

(c)

Compulsory Depositories:

(i)

Notwithstanding the provisions of Section (a) above, the Custodian shall not serve as Foreign Custody Manager in respect of any Compulsory Depository, as defined below.

(ii)

Prior to depositing the foreign investments in any Compulsory Depository, the Custodian shall notify the Client that such Depository will be used and provide the Client, in respect of such Depository, with current information of the type the Custodian provided to the Client in the Custodian’s Market Guides under the caption, “SEC Rule 17f-5 Package”. The Custodian, upon request, shall make its representatives available to consult, in good faith, with such of the Client’s delegates as the Client shall designate regarding the advisability of depositing the Client’s foreign investments with any Compulsory Depository;

(iii)

The Custodian shall provide the Client with reports regarding Compulsory Depositories as provided in Section (a)(5), above and shall provide the Client with such other information with regard to any Compulsory Depository as the Client shall reasonably request; and

(iv)

A “Compulsory Depository” shall mean a non-U.S. securities depository or clearing agency the use of which is mandatory (x) by law or regulation (y) because Securities cannot be withdrawn from the depository or clearing agency or (z) because maintaining Securities outside the securities depository or clearing agency was not consistent with prevailing local custodial practices.

(d)

Segregation and Identification of Assets: