Global Custody Agreement – New York – General – October 2024

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INTENTION OF THE PARTIES; DEFINITIONS

Intention of the Parties

This Agreement sets out the terms on which ▇.▇. ▇▇▇▇▇▇ will provide custodial, settlement, asset servicing and other associated services to the Customer. ▇.▇. ▇▇▇▇▇▇ will be responsible for the performance of only those duties expressly set forth in this Agreement. The Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ is not providing any legal, tax or investment advice in connection with the services under this Agreement. The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement.

Definitions; Interpretation

Definitions

Interpretation

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

Unless otherwise expressly stated to the contrary herein, references to Sections are to Sections of this Agreement and references to paragraphs are to paragraphs of the Sections in which they appear.

Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa) use of the 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.

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

The Schedules, Appendices and Annexes to the Agreement are incorporated herein by reference and form part of the Agreement and shall have the same force and effect as if expressly set out in the body of the Agreement. If and to the extent that there is an inconsistency between the terms of the body of the Agreement and its Schedules, Appendices and Annexes, the terms of the body of the Agreement shall prevail unless expressly stated otherwise.

WHAT ▇.▇. ▇▇▇▇▇▇ IS REQUIRED TO DO

Set Up Accounts

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

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

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

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

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

Upon not less than thirty (30) days’ prior notice to the Customer and with Customer’s consent, which shall not be unreasonably withheld, ▇.▇. ▇▇▇▇▇▇ may close any Account for which ▇.▇. ▇▇▇▇▇▇ has not received any Instructions for at least one (1) year or which ▇.▇. ▇▇▇▇▇▇ otherwise reasonably determines to be dormant (each a “Dormant Account”). ▇.▇. ▇▇▇▇▇▇ may, upon closure of a Dormant Account, move any Account Assets in that Account into another Account of the Customer and, in the case of a cash payment, ▇.▇. ▇▇▇▇▇▇ is authorized to enter into any foreign exchange transactions with the Customer needed to facilitate the payment, as contemplated by Section 2.15. For the avoidance of doubt, ▇.▇. ▇▇▇▇▇▇ may not transfer Account Assets of a Fund or Customer to the Account of another Fund or Customer absent the Customer’s consent, which shall not be unreasonably withheld.

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

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

evidence reasonably satisfactory to ▇.▇. ▇▇▇▇▇▇ of the due authorization and execution of this Agreement by the Customer (for example by a certified copy of a resolution of the Customer’s board of directors or equivalent governing body);

in cases where the Customer designates an investment manager, evidence reasonably satisfactory to ▇.▇. ▇▇▇▇▇▇ of that appointment as an Authorized Person and of the officers and employees of the investment manager authorized to act with respect to the relevant Account;

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

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

If Customer requests ▇.▇. ▇▇▇▇▇▇ to establish a Cash Account with a Subcustodian as described in Section 2.2(a)(ii), ▇.▇. ▇▇▇▇▇▇ must set-up, or facilitate the set-up of the Cash Account for the Customer in that jurisdiction and in accordance with the Instructions of the Customer, unless prohibited by Applicable Law or market practice.

For avoidance of doubt, ▇.▇. ▇▇▇▇▇▇ shall treat all “Financial Assets” as “financial assets” as that term is used in the Uniform Commercial Code (“UCC”) and hold them in a “securities account” as that term is used in the UCC.

Deposit of Cash

Any cash in any currency received by or on behalf of ▇.▇. ▇▇▇▇▇▇ for the account of the Customer will be either:

deposited in one or more Cash Accounts at ▇.▇. ▇▇▇▇▇▇ in New York or at one of its non-U.S. branch offices and will constitute a debt owing to the Customer by ▇.▇. ▇▇▇▇▇▇ as banker, provided that (A) any cash so deposited with a non-U.S. branch office will be payable exclusively by that branch office in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any applicable currency restrictions and (B) while ▇.▇. ▇▇▇▇▇▇ is not required to pay or charge interest on any such Cash Account, ▇.▇. ▇▇▇▇▇▇ may, from time to time, in its discretion, pay interest on any such Cash Account (or charge interest if, at the time, the prevailing interest rate in the relevant market for similar deposits in the same currency is negative) at a rate to be determined by ▇.▇. ▇▇▇▇▇▇; or

deposited in an account maintained in the name of the Customer at the Subcustodian in the relevant market, in which case the deposit will constitute a debt owing to the Customer by that Subcustodian as the Customer’s banker and not by ▇.▇. ▇▇▇▇▇▇, payable exclusively in the applicable currency at that Subcustodian; for the avoidance of doubt, ▇▇▇▇ held in that account will not be part of the Cash Account(s). A list of markets for which this Section 2.2(a)(ii) applies will be made available on ▇.▇. ▇▇▇▇▇▇’▇ website.

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

▇.▇. ▇▇▇▇▇▇ will make amounts deposited into a Cash Account held in the United States available in accordance with its availability policy, the current version of which is attached hereto as Annex B.

Segregation and Registration of Assets; Nominee Name

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

To the extent permitted by Applicable Law, ▇.▇. ▇▇▇▇▇▇ will require each Subcustodian to identify that Financial Assets held at such Subcustodian by ▇.▇. ▇▇▇▇▇▇ on behalf of its customers belong to customers of ▇.▇. ▇▇▇▇▇▇, by means of differently titled accounts on the books of the Subcustodian or other equivalent measures that achieve the same level of protection.

▇.▇. ▇▇▇▇▇▇ is authorized, in its discretion subject to Applicable Law to:

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

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

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

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

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

For the avoidance of doubt, unless ▇.▇. ▇▇▇▇▇▇ has provided prior written approval, the Customer may not instruct a third party to register any Financial Asset in the name of ▇.▇. ▇▇▇▇▇▇, a Subcustodian, a Securities Depository or any of their respective nominees. The Customer agrees that any Financial Asset registered in the name of ▇.▇. ▇▇▇▇▇▇, a Subcustodian, a Securities Depository or any of their respective nominees without ▇.▇. ▇▇▇▇▇▇’▇ authorization shall not be considered to be held in custody under this Agreement.

Settlement of Transactions

Subject to Section 3 and Section 4.2, ▇.▇. ▇▇▇▇▇▇ will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes ▇.▇. ▇▇▇▇▇▇ to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of ▇.▇. ▇▇▇▇▇▇, and the risk of loss arising from any such action will be borne by the Customer. If the Customer’s counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, ▇.▇. ▇▇▇▇▇▇ will notify the Customer, (and/or the sub-adviser of the applicable Fund, if authorized to receive notice), of such failure. If the Customer’s counterparty continues to fail to deliver the expected consideration, ▇.▇. ▇▇▇▇▇▇ will provide information reasonably requested by the Customer that ▇.▇. ▇▇▇▇▇▇ has in its possession to allow the Customer to enforce its rights against the Customer’s counterparty, but neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

Except to the extent ▇.▇. ▇▇▇▇▇▇ and the Customer have agreed to treat settlement of a transaction under the contractual settlement date accounting basis set forth in Section 2.5, ▇.▇. ▇▇▇▇▇▇ will post such transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and settled by ▇.▇. ▇▇▇▇▇▇.

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

Contractual Settlement Date Accounting

In cases where ▇.▇. ▇▇▇▇▇▇ and the Customer agree to do so, and subject to the other provisions of this Section 2.5, ▇.▇. ▇▇▇▇▇▇ will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement for those Financial Assets and transactions as to which ▇.▇. ▇▇▇▇▇▇ customarily offers contractual settlement date accounting.

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

Purchases: On the settlement date for a purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), ▇.▇. ▇▇▇▇▇▇ will debit the Cash Account for the settlement amount and will then post the Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until ▇.▇. ▇▇▇▇▇▇ or a Subcustodian actually receives them.

▇.▇. ▇▇▇▇▇▇ may reverse any book entries made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon notice to the Customer if ▇.▇. ▇▇▇▇▇▇ 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 ▇.▇. ▇▇▇▇▇▇’▇ breach of ▇.▇. ▇▇▇▇▇▇’▇ Standard of Care. The Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and ▇.▇. ▇▇▇▇▇▇ does not undertake to make loans of cash and/or Financial Assets to the Customer.

▇.▇. ▇▇▇▇▇▇ will make available on its website a list of the markets for which it provides contractual settlement date accounting. ▇.▇. ▇▇▇▇▇▇ may add markets to or remove markets from the contractual settlement date accounting service upon notice to the Customer that is reasonable under the circumstances. Additionally, ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons, either for individual Financial Assets, types of Financial Assets, counterparties or markets, or overall.

Income Collection (AutoCredit®)

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

Except in cases where ▇.▇. ▇▇▇▇▇▇ agrees to offer the AutoCredit service described in paragraph (c) of this Section 2.6, ▇.▇. ▇▇▇▇▇▇ shall not be required to credit income on Financial Assets, net of any taxes withheld by ▇.▇. ▇▇▇▇▇▇ or any third party, prior to actual receipt and reconciliation by ▇.▇. ▇▇▇▇▇▇.

In cases where ▇.▇. ▇▇▇▇▇▇ agrees to provide the following service, ▇.▇. ▇▇▇▇▇▇ will credit the Cash Account with the anticipated income proceeds on Financial Assets on the anticipated

▇.▇. ▇▇▇▇▇▇ will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and notify the Customer of the late payment; however, neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action unless there are express requirements to such effect imposed on ▇.▇. ▇▇▇▇▇▇ under Applicable Law.

Miscellaneous Administrative Duties

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

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

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

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

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

If some, but not all, of an outstanding class of Financial Assets is called for redemption, ▇.▇. ▇▇▇▇▇▇ will allot the amount redeemed among ▇.▇. ▇▇▇▇▇▇’▇ global custody customers who are the respective beneficial holders of such a class of Financial Assets in a manner that ▇.▇. ▇▇▇▇▇▇ deems to be fair and equitable.

Corporate Actions

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

▇.▇. ▇▇▇▇▇▇ will act in accordance with the Customer’s Instructions in relation to such Corporate Actions. If the Customer fails to provide ▇.▇. ▇▇▇▇▇▇ with timely Instructions with respect to any Corporate Action, neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians or their respective nominees will

Notwithstanding and in no way limiting the above, if the Customer fails to provide ▇.▇. ▇▇▇▇▇▇ with Instructions with respect to any Corporate Action within the timeframe set out in the notification ▇.▇. ▇▇▇▇▇▇ provides under Section 2.8(a), upon written request of the Customer, (such written request to be sent to ▇.▇. ▇▇▇▇▇▇ separately and in addition to the relevant late Instructions), ▇.▇. ▇▇▇▇▇▇ shall use commercially reasonable efforts to act on Instructions received after the deadline set by ▇.▇. ▇▇▇▇▇▇ as set out in such notification but before the deadline set by the Securities Depository to the extent circumstances permit, provided however that ▇.▇. ▇▇▇▇▇▇ shall in no event be held liable for failure to act on such Instructions.

Securities Litigation Services

Proxies

With respect to U.S. Financial Assets and, in cases where the Customer elects to subscribe to the service described in this Section 2.10, other Financial Assets, ▇.▇. ▇▇▇▇▇▇ will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.10(c), act in accordance with the Customer’s Instructions in relation to such meetings (the “Proxy Voting Service”).

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

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

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

the Financial Assets being on loan or out for registration;

the pendency of conversion or another corporate action;

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

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

▇.▇. ▇▇▇▇▇▇ being required to vote all shares held for a particular issue for all of ▇.▇. ▇▇▇▇▇▇’▇ customers on a uniform basis (i.e., a “yes” or “no” vote for the total position

based on net voting instructions received from all its customers). Where this is the case, ▇.▇. ▇▇▇▇▇▇ will notify the Customer.

Where ▇.▇. ▇▇▇▇▇▇ cannot follow the Customer’s Instructions in relation to the Proxy Voting Service under this Section 2.10, ▇.▇. ▇▇▇▇▇▇ will notify the Customer as soon as reasonably practicable, and with the understanding that such notification may be made by providing Customer with access to system platforms which demonstrate the status of shares voted.

Statements of Account

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

The Customer acknowledges that Information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. ▇.▇. ▇▇▇▇▇▇ will not be liable for any Liabilities arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted.

Access to ▇.▇. ▇▇▇▇▇▇’▇ Records

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

The Customer shall reimburse ▇.▇. ▇▇▇▇▇▇ and its Subcustodians for the reasonable cost of copying, collating and researching archived information described in Section 2.12(a) above.

During the performance of this Agreement and for any period as required by Applicable Law applicable to ▇.▇. ▇▇▇▇▇▇ after the completion of this Agreement, ▇.▇. ▇▇▇▇▇▇ will maintain complete, accurate and auditable records pertaining to this Agreement, including all books and records which ▇.▇. ▇▇▇▇▇▇ is required to maintain pursuant to Applicable Law and will, upon reasonable written notice, allow the Customer (and/or the Customer’s auditors and independent public accountants if required for their examination of books and records pertaining to the Customer’s affairs) reasonable access to the books and records. All such books and records maintained by ▇.▇. ▇▇▇▇▇▇ shall be maintained in a form acceptable under Applicable Law as it applies to ▇.▇. ▇▇▇▇▇▇ in its capacity as provider of the Services.

Within 30 days of receiving the Customer’s request, ▇.▇. ▇▇▇▇▇▇ will send to the Customer a copy of ▇.▇. ▇▇▇▇▇▇’▇ Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16. In addition, from time to time as requested, ▇.▇. ▇▇▇▇▇▇ will furnish a Customer a “gap” or “bridge” letter that will address any material changes that might have occurred in ▇.▇. ▇▇▇▇▇▇’▇

controls covered in the SOC Report from the end of the SOC Report period through a specified requested date.

If, during the course of this Agreement, as a result of a review of ▇.▇. ▇▇▇▇▇▇’▇ records pertaining to the Accounts and the Services, a party believes the Customer has been overcharged or undercharged for a Service, such party shall notify the other and request a joint review of the relevant records, to determine whether an overcharge or undercharge has occurred, its extent and agree on a reconciliation plan which may, but is not required to and will not necessarily, include a credit against future charges.

Maintenance of Financial Assets at Subcustodian Locations

Restricted Services

▇.▇. ▇▇▇▇▇▇ shall post on its website from time to time information regarding jurisdictions for which it supports custody services; ▇.▇. ▇▇▇▇▇▇ reserves the right to refuse to accept delivery of Financial Assets or cash in jurisdictions other than those on the list.

▇.▇. ▇▇▇▇▇▇ reserves the right to restrict the Customer’s access to the services ▇.▇. ▇▇▇▇▇▇ provides in, and the Liabilities it incurs with respect to, certain jurisdictions, and ▇.▇. ▇▇▇▇▇▇ shall notify Customers of any such restrictions via its website from time to time.

In the event a Subcustodian exits the market in which ▇.▇. ▇▇▇▇▇▇ previously appointed it to provide custodial services, or is unable to continue to provide custodial services to ▇.▇. ▇▇▇▇▇▇’▇ satisfaction, ▇.▇. ▇▇▇▇▇▇ may (i) remove such Subcustodian from the ▇.▇. ▇▇▇▇▇▇ network in accordance with Section 5.1(d), and/or (ii) cease to provide custodial services in such market.

Foreign Exchange Transactions

Assets Not Controlled by ▇.▇. ▇▇▇▇▇▇

▇.▇. ▇▇▇▇▇▇ will not be obliged to (i) hold Account Assets with any person not agreed to by ▇.▇. ▇▇▇▇▇▇ or (ii) register or record Financial Assets in the name of any person other than ▇.▇. ▇▇▇▇▇▇, a Subcustodian, or their respective nominee or (iii) register or record Financial Assets in the name of ▇.▇. ▇▇▇▇▇▇ or its nominee if ▇.▇. ▇▇▇▇▇▇ concludes that such registration or

recordation cannot be operationally supported or (iv) register or record on ▇.▇. ▇▇▇▇▇▇’▇ records Financial Assets or cash held outside of ▇.▇. ▇▇▇▇▇▇’▇ control. If, however, the Customer makes any such request and ▇.▇. ▇▇▇▇▇▇ agrees to the request, the consequences of doing so will be at the Customer’s own risk. ▇.▇. ▇▇▇▇▇▇ shall not be responsible for the control of any such Financial Asset or cash, for verifying the Customer’s initial or ongoing ownership of any such Financial Asset or cash or for income collection, proxy voting, class action litigation or Corporate Action notification and processing with respect to any such Financial Asset. Any transaction relating to the settlement of the purchase or sale of any such Financial Asset shall be treated for purposes of this Agreement as a cash only movement.

From time to time, at the Customer’s request, ▇.▇. ▇▇▇▇▇▇ may agree to hold in its vault on the Customer’s behalf documentation relating to Financial Assets not held in ▇.▇. ▇▇▇▇▇▇’▇ control. Notwithstanding anything in this Agreement to the contrary, ▇.▇. ▇▇▇▇▇▇ shall not be responsible for reviewing this documentation for any purpose, including authenticity, sufficiency or relevance to the Financial Asset to which it purports to relate.

Change Requests

If either party wishes to propose any amendment or modification to, or variation of, ▇.▇. ▇▇▇▇▇▇’▇ services contemplated by this Agreement including the scope or details of the services (a “Change”) then it shall notify the other party of that fact by sending a request (a “Change Request”) to the other party, specifying in as much detail as is reasonably practicable the nature of the Change. For the avoidance of doubt, changes to the services or to how ▇.▇. ▇▇▇▇▇▇ provides the services which are applicable to ▇.▇. ▇▇▇▇▇▇’▇ client base in general (and not related to the Customer in particular), are not deemed a Change Request under the Agreement and shall not be subject to the Change Request process.

Promptly following the receipt of a Change Request, the parties shall agree whether to implement the Change Request, whether implementation of the Change Request should result in a modification of the fees contemplated by Section 4.1, and the basis upon which ▇.▇. ▇▇▇▇▇▇ will be compensated for implementing the Change Request. If ▇.▇. ▇▇▇▇▇▇ submits a Change Request and if such Change Request results in additional costs to a Customer or Fund, the parties shall agree in writing whether implementation of such Change Request should result in a fee credit or reimbursement for such reasonable costs or expenses affecting a Customer or Fund.

If a change to Applicable Law requires a Change, the parties shall follow the processes set forth in this Section to initiate a Change Request. If the change in Applicable Law results in a Change, or an increase in ▇.▇. ▇▇▇▇▇▇’▇ costs or risk associated with provision of its services contemplated by this Agreement, ▇.▇. ▇▇▇▇▇▇ shall be entitled to an appropriate increase in the fees contemplated by Section 4.1. ▇.▇. ▇▇▇▇▇▇ shall bear its own costs with respect to implementing a Change Request based upon a change in Applicable Law except that:

If mutually agreed upon by the parties in writing, ▇.▇. ▇▇▇▇▇▇ shall be entitled to charge the Customer for any changes to software that has been developed or customized for the Customer; and

If mutually agreed to by Customer and ▇.▇. ▇▇▇▇▇▇ (such agreement not to be unreasonably withheld by the Customer), ▇.▇. ▇▇▇▇▇▇ shall be entitled to charge the Customer for any Changes required as a result of the change in Applicable Law affecting the Customer in a materially different way than it affects ▇.▇. ▇▇▇▇▇▇’▇ other customers, or which the Customer wishes ▇.▇. ▇▇▇▇▇▇ to implement in a way different from what ▇.▇. ▇▇▇▇▇▇ reasonably intends to implement for its other customers.

Addition and Removal of Customers and Funds

Compliance with Laws and Regulations

▇.▇. ▇▇▇▇▇▇ will (A) review and comply with Applicable Law in the United States and any other laws, rules and regulations of governmental authorities having jurisdiction over ▇.▇. ▇▇▇▇▇▇ as a service provider to the Customer with respect to the provision of the Services and (B) perform those Services in a manner compliant with Applicable Law applicable to the provision of those Services.

▇.▇. ▇▇▇▇▇▇ shall obtain and maintain all necessary approvals, licenses, consents, permits or authorizations of any person or entity, or any notice to any person or entity, the granting of which is required by Applicable Law applicable to ▇.▇. ▇▇▇▇▇▇ for the provision of the Services.

▇.▇. ▇▇▇▇▇▇ shall promptly notify the Customer of any change in Applicable Law that renders ▇.▇. ▇▇▇▇▇▇ permanently incapable of providing services under this Agreement.

Customer shall comply with Applicable Law in which the Customer conducts business, to the extent that compliance with such Applicable Law is relevant to the provision or receipt of the Services or the marketing of the Customers or the Funds.

Personnel

Compliance With Securities And Exchange Commission (“SEC”) Rule 17f-5 (“Rule 17f-5”).

Customer’s board of directors (or equivalent body) (hereinafter ‘Board’) hereby delegates to ▇.▇. ▇▇▇▇▇▇, and, except as to the country or countries as to which ▇.▇. ▇▇▇▇▇▇ may, from time to time, advise Customer that it does not accept such delegation, ▇.▇. ▇▇▇▇▇▇ hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the Investment Company Act of 1940, as amended (“1940 Act”)), including for the purposes of: (i) selecting Subcustodians to hold foreign Financial Assets and Cash, (ii) evaluating the contractual arrangements with such Subcustodians (as set forth in rule 17f-5(c)(2)), (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).

In connection with the foregoing, ▇.▇. ▇▇▇▇▇▇ shall:

▇.▇. ▇▇▇▇▇▇ shall use reasonable efforts for markets for which it is acting as Foreign Custody Manager to use as its Subcustodians entities that are Eligible Foreign Subcustodians. In cases where due to (i) Applicable Law in a market or (ii) market practice or market conditions it is not practicable to have the subcustody services performed by an Eligible Foreign Custodian, ▇.▇. ▇▇▇▇▇▇ shall promptly advise the Customer of the circumstances, including any mitigants that may support a conclusion that the arrangement may nevertheless comply with Rule 17f-5.

Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.

▇.▇. ▇▇▇▇▇▇ represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to ▇.▇. ▇▇▇▇▇▇ that: (1) the foreign Financial Assets and cash being placed and maintained in ▇.▇. ▇▇▇▇▇▇’▇ custody are subject to the 1940 Act, as the same may be amended from time to time; (2) (i) its Board has determined that it is reasonable to rely on ▇.▇. ▇▇▇▇▇▇ to perform as Customer’s Foreign Custody Manager, and (ii) its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require ▇.▇. ▇▇▇▇▇▇ to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.

▇.▇. ▇▇▇▇▇▇ shall provide to Customer such information relating to Country Risk as is specified in Annex C hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) ▇.▇. ▇▇▇▇▇▇ has gathered the information from sources it considers reliable, but that ▇.▇. ▇▇▇▇▇▇ shall have no responsibility for inaccuracies or incomplete information.

Compliance with SEC Rule 17f-7 (“Rule 17f-7”).

▇.▇. ▇▇▇▇▇▇ shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s foreign Financial Assets with each Eligible Securities Depository used by ▇.▇. ▇▇▇▇▇▇ as of the date hereof (or, in the case of an Eligible Securities Depository not used by ▇.▇. ▇▇▇▇▇▇ as of the date hereof, prior to the initial placement of Customer’s foreign Financial Assets at such Eligible Securities Depository) and at which any foreign Financial Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at ▇.▇. ▇▇▇▇▇▇’▇ Website Portal. In connection with the foregoing, (i) Customer shall notify ▇.▇. ▇▇▇▇▇▇ of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held and hereby covenants that it will not issue any Instructions to ▇.▇. ▇▇▇▇▇▇ to hold its foreign Financial Assets at such Eligible Securities Depositories, (ii) Customer hereby waives, and releases ▇.▇. ▇▇▇▇▇▇ from, any liability that ▇.▇ ▇▇▇▇▇▇ may incur to Customer in connection with any Instructions delivered to ▇.▇. ▇▇▇▇▇▇ in contravention of such notification and (iii) Customer shall be solely liable for any Instructions delivered to ▇.▇. ▇▇▇▇▇▇ in contravention of such notification. ▇.▇. ▇▇▇▇▇▇ shall monitor the custody risks associated with maintaining Customer’s foreign Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks.

▇.▇. ▇▇▇▇▇▇ shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.22(a) above.

A list of the Securities Depositories that are used through ▇.▇. ▇▇▇▇▇▇’▇ network shall be made available to the Customer via ▇.▇. ▇▇▇▇▇▇’▇ Website Portal. In the exercise of diligence, ▇.▇. ▇▇▇▇▇▇ shall determine the eligibility under rule 17f-7 of each Securities Depository included on the aforementioned list and shall promptly advise Customer if any Securities Depository ceases to be eligible. ▇.▇. ▇▇▇▇▇▇ may modify the list of Securities Depositories from time to time upon notice to the Customer.

INSTRUCTIONS

Acting on Instructions; Method of Instruction and Unclear Instructions

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Customer is solely responsible for the accuracy and completeness of Instructions, their proper delivery to ▇.▇. ▇▇▇▇▇▇, for updating Instructions as may be necessary to ensure their continued accuracy and completeness, and for monitoring their status. ▇.▇. ▇▇▇▇▇▇ will not be responsible for any Liabilities resulting from the Customer’s failure to perform these responsibilities. The Customer, on behalf of a Fund, will indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the ▇.▇. ▇▇▇▇▇▇ Indemnitees as a result of any action or omission taken in accordance with any Instruction, except to the extent that such

Liabilities are caused by the fraud, negligence or willful misconduct of a ▇.▇. ▇▇▇▇▇▇ Indemnitee in the manner in which it carries out the Instruction.

To the extent possible, Instructions to ▇.▇. ▇▇▇▇▇▇ shall be sent via an encrypted, electronic means using technology consistent with industry standards, or a trade information system acceptable to ▇.▇. ▇▇▇▇▇▇.

▇.▇. ▇▇▇▇▇▇ shall promptly notify an Authorized Person if ▇.▇. ▇▇▇▇▇▇ determines that an Instruction does not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ may decline to act upon an Instruction if it does not receive missing information, clarification or confirmation satisfactory to it. ▇.▇. ▇▇▇▇▇▇ will not be liable for any Liabilities arising from any reasonable delay in carrying out any such Instruction while it seeks any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive such missing information, clarification, or confirmation satisfactory to it, provided ▇.▇. ▇▇▇▇▇▇ acted in accordance with ▇.▇. ▇▇▇▇▇▇’▇ Standard of Care.

Verification and Security Procedures

▇.▇. ▇▇▇▇▇▇ and the Customer shall comply with any applicable Security Procedures to permit ▇.▇. ▇▇▇▇▇▇ to verify the authenticity of Instructions.

The Customer acknowledges that the Security Procedure is designed to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall promptly notify ▇.▇. ▇▇▇▇▇▇ if it does not believe that any relevant Security Procedure is commercially reasonable, and its adherence to any Security Procedure without objection constitutes its agreement that it has determined the Security Procedure to be commercially reasonable.

The Customer and its Authorized Persons are solely responsible for ensuring that the User Codes are reasonably safeguarded and known to and used by only the respective Authorized Persons to whom such User Codes apply. If (i) the User Codes are (or the Customer or its relevant Authorized Person reasonably suspects that the User Codes may be) lost, stolen, damaged, altered, unduly disclosed, known in a manner inconsistent with its purposes or compromised, (ii) the Customer’s or any Authorized Persons’ access to ▇.▇. ▇▇▇▇▇▇’▇ systems, applications or products, or any third party messaging platform through which the Instructions are transmitted, is revoked or suspended, or (iii) the Customer or an Authorized Person reasonably suspects any technical or security failure relating to any systems, applications or products of ▇.▇. ▇▇▇▇▇▇ or any third party messaging platform through which the Instructions are transmitted, the Customer shall immediately cease using such system, application, product or platform and promptly notify ▇.▇. ▇▇▇▇▇▇.

Instructions Contrary to Law/Market Practice

Cut-Off Times

Electronic Access and Cybersecurity

Access by the Customer to certain systems, applications or products of ▇.▇. ▇▇▇▇▇▇ shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access. The Customer and its Authorized Persons shall use User Codes to access ▇.▇. ▇▇▇▇▇▇’▇ systems, applications or products unless otherwise agreed by ▇.▇. ▇▇▇▇▇▇.

Each of the Customer and ▇.▇. ▇▇▇▇▇▇ will maintain written cybersecurity policies and procedures which implement commercially reasonable administrative, technical, and physical safeguards that are aligned with industry security standards and that, among other things, protect against anticipated threats or hazards to the security or integrity of their respective systems and data. ▇.▇. ▇▇▇▇▇▇ may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity.

Each of the Customer and ▇.▇. ▇▇▇▇▇▇ will be responsible for the obtaining, proper functioning, maintenance and security of its own services, software, connectivity and other equipment.

Recording of Telephone Communications

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

Fees and Expenses

The Customer, on behalf of each of the Funds, will pay ▇.▇. ▇▇▇▇▇▇ for its services under this Agreement such fees as may be agreed upon by the parties in writing from time to time, together with ▇.▇. ▇▇▇▇▇▇’▇ reasonable out-of-pocket expenses or incidental expenses, including, legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers or their agents. Information on ▇.▇. ▇▇▇▇▇▇’▇ standard costs and charges related to the services provided under the terms of this Agreement is provided in the fee schedule, as may be updated from time to time. Invoices not payable via direct debit will be payable within sixty (60) days of the date of the invoice.

▇.▇. ▇▇▇▇▇▇ may make reasonable amendments to the fees at any time in the event (i) the Customer’s actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop ▇.▇. ▇▇▇▇▇▇’▇ fee proposal or (ii) the Customer’s service requirements change, (iii) there is a change in Applicable Law that results in a change to the services provided under this Agreement, or an increase in ▇.▇. ▇▇▇▇▇▇’▇ costs or risk associated with provision of such services; or (iv) there is a material change in the overall profile of services offered by ▇.▇. ▇▇▇▇▇▇ or a ▇.▇. ▇▇▇▇▇▇ Affiliate to the Customer. In the event that there are increases in costs resulting from changes in market infrastructure, including increases in Securities Depository costs, ▇.▇. ▇▇▇▇▇▇ may either request the Customer to pay such costs or ▇.▇. ▇▇▇▇▇▇ may make reasonable amendments to the fees. On the Customer’s request, ▇.▇. ▇▇▇▇▇▇ will provide a further itemised breakdown of such costs and charges. All amendments to the fees under this paragraph (b) of Section 4.1 shall be in writing and signed by the parties, and the parties agree that consent to such amendments shall not be unreasonably withheld.

▇.▇. ▇▇▇▇▇▇ also reserves the right to charge a reasonable account maintenance fee for any Dormant Account upon notice to the Customer. If the Customer disputes an invoice, it shall nevertheless pay, on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. ▇.▇. ▇▇▇▇▇▇ may deduct amounts invoiced from the Cash Account except such portion of the invoice that the Customer has objected to within forty-five (45) days of the date of the invoice (or such other period as the parties may agree in writing). Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ other rights, ▇.▇. ▇▇▇▇▇▇ reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as ▇.▇. ▇▇▇▇▇▇ customarily charges for similar overdue amounts. Unless expressly specified in this Agreement, any price or cost that ▇.▇. ▇▇▇▇▇▇ may charge as the Customer’s counterparty in the event ▇.▇. ▇▇▇▇▇▇ enters into a principal transaction with the Customer are not treated as fees which must be agreed under this Agreement.

Overdrafts

▇.▇. ▇▇▇▇▇▇’▇ Right Over Account Assets; Set-off

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ shall have, and the Customer, on behalf a Fund, grants to ▇.▇. ▇▇▇▇▇▇, a first priority, perfected and continuing security interest in and a lien on all cash, Financial Assets and any other property of every kind that are credited to the Account or otherwise held for the Customer, on behalf of a Fund, by ▇.▇. ▇▇▇▇▇▇ pursuant to this Agreement or any other custody, deposit or escrow agreement between Customer, on behalf of a Fund, and ▇.▇. ▇▇▇▇▇▇ (“Account Assets”) as security for any and all Liabilities of the Customer, on behalf of a Fund, to ▇.▇. ▇▇▇▇▇▇ arising under this Agreement. ▇.▇. ▇▇▇▇▇▇ will be entitled to all rights and remedies available to a secured party under Applicable Law with respect to the Account Assets, including, without notice to the Customer, withholding delivery of such Account Assets, selling or otherwise realizing any of such Account Assets and applying the proceeds and any other monies credited to the Cash Account in

satisfaction of such Liabilities. For this purpose, ▇.▇. ▇▇▇▇▇▇ may make such currency conversions as may be necessary at the prevailing market foreign exchange rate at the time of execution for the sale and purchase of the relevant currencies. ▇.▇. ▇▇▇▇▇▇ agrees that this provision applies to each applicable Fund separately and that under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may not exercise such rights against the assets of any Customer or Fund to satisfy the Liabilities of another Customer or Fund.

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may set off against any Liabilities of the Customer, on behalf of a Fund, owed to ▇.▇. ▇▇▇▇▇▇ under this Agreement, any amount in any currency standing to the credit of any of the Customer’s Accounts or any other accounts established pursuant to any other custody, deposit or escrow agreement between Customer on behalf of a Fund and ▇.▇. ▇▇▇▇▇▇. For this purpose, ▇.▇. ▇▇▇▇▇▇ shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at foreign exchange rates determined by ▇.▇. ▇▇▇▇▇▇ in its sole discretion for the sale and purchase of the relevant currencies. ▇.▇. ▇▇▇▇▇▇ agrees that this provision applies to each applicable Fund separately and that under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may not exercise such rights against the assets of any Customer or Fund to satisfy the Liabilities of another Customer or Fund.

Prior to exercising its rights under this Section 4.3, where practicable, ▇.▇. ▇▇▇▇▇▇ shall provide Customer with reasonable and recurring notice of the outstanding Liabilities, provided that ▇.▇. ▇▇▇▇▇▇ shall not be obligated to provide such prior notice if ▇.▇. ▇▇▇▇▇▇, in its reasonable business judgment, determines that a delay would be likely to materially prejudice its ability to recover the Liabilities.

SUBCUSTODIANS AND SECURITIES DEPOSITORIES

Appointment of Subcustodians; Use of Securities Depositories

▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer’s Financial Assets with Subcustodians. ▇.▇. ▇▇▇▇▇▇ will make available on its website a list of Subcustodians. ▇.▇. ▇▇▇▇▇▇ may modify the list of Subcustodians from time to time upon notice to the Customer. In addition, ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Financial Assets with, and hold Financial Assets in any Securities Depository on such terms as such Securities Depository customarily operates, and the Customer will provide ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that ▇.▇. ▇▇▇▇▇▇ may require to hold the Financial Assets in such Securities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.

Any agreement that ▇.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding ▇.▇. ▇▇▇▇▇▇’▇ customers’ assets will provide (i) 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 (ii) that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration, unless in each case required otherwise by Applicable Law in the relevant market. ▇.▇. ▇▇▇▇▇▇ shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the Customer’s assets. Where a Subcustodian deposits Financial Assets with a Securities Depository, ▇.▇. ▇▇▇▇▇▇ will direct the Subcustodian to identify on its records that the Financial Assets deposited by the Subcustodian at such Securities Depository belong to ▇.▇. ▇▇▇▇▇▇, as agent of the Customer. Subject to Applicable

▇▇▇, ▇.▇. ▇▇▇▇▇▇ shall use best efforts to notify the Customer in writing if ▇.▇. ▇▇▇▇▇▇ is notified of any claim against the assets of the Customer held hereunder.

▇.▇. ▇▇▇▇▇▇ reserves the right to add, replace or remove Subcustodians. ▇.▇. ▇▇▇▇▇▇ shall notify Customer promptly of any such action, which will be advance notice if practicable. Upon request by the Customer, ▇.▇. ▇▇▇▇▇▇ will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

Liability for Subcustodians and Securities Depositories

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

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

the insolvency of any Affiliated Subcustodian Bank.

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

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

ADDITIONAL PROVISIONS

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

The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents (including from the Customer’s underlying clients, if applicable), to deposit and control the Account Assets, to use ▇.▇. ▇▇▇▇▇▇ as its custodian in accordance with the terms of this Agreement, to incur overdrafts, to ▇▇▇▇▇ ▇ ▇▇▇▇ over Account Assets as contemplated by Section 4.3 and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against the Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) there is no material administrative, civil or criminal proceeding pending or, to the knowledge of the Customer, threatened against the Customer; (iv) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this

Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (v) it is a resident of the Ohio and shall notify ▇.▇. ▇▇▇▇▇▇ of any changes in residency; (vi) the Financial Assets and cash deposited in the Accounts (other than those assets (A) pledged to a Counterparty pursuant to Section 2.1(c) or (B) held in Accounts established pursuant to certain account control agreements among the Customer, ▇.▇. ▇▇▇▇▇▇ and secured party named therein, (A) and (B) collectively referred to as “Control Account Assets”) are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities of the Customer under or in connection with this Agreement are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash (other than Control Account Assets); (vii) no delivery of Account Assets by the Customer to ▇.▇. ▇▇▇▇▇▇ and no Instruction by the Customer or its Authorized Persons with respect to such Account Assets will contravene Applicable Law; (viii) none of the Account Assets to be held under this Agreement are “plan assets” as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder except as otherwise expressly notified to ▇.▇. ▇▇▇▇▇▇; and (ix) it has and will comply with all Applicable Laws, including but not limited to, laws relating to the prevention and prosecution of money laundering and terrorist financing.

▇.▇. ▇▇▇▇▇▇ represents and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation, enforceable against ▇.▇. ▇▇▇▇▇▇ in accordance with its terms;(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 to act as custodian under Applicable Law; (iv) it is duly organized under the laws of its jurisdiction of organization; and (v) it is not insolvent or unable to pay its debts and no order has been made or resolution passed for its winding-up or for an administration order and no receiver, administrative receiver or manager has been appointed by any person of its business or all or a substantial part of its assets or any material part thereof nor has any equivalent event taken place in any jurisdiction.

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

Special Settlement Services (including CLS Services)

The Customer to Provide Certain Information to ▇.▇. ▇▇▇▇▇▇

Information Concerning Deposits Held by ▇.▇. ▇▇▇▇▇▇ in the U.S.

If the Customer’s Account is eligible for “pass through” deposit insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if ▇.▇. ▇▇▇▇▇▇ becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), the Customer will: (i) cooperate fully with ▇.▇. ▇▇▇▇▇▇ and the FDIC in connection with determining the insured status of funds in each Account, and (ii) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (b) must be sent to ▇.▇. ▇▇▇▇▇▇ in the format specified by the FDIC (see: ▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇.▇▇▇▇). ▇.▇. ▇▇▇▇▇▇ shall provide the Customer an opportunity to validate its capability to deliver the information described in (ii) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed.

The Customer further acknowledges and agrees that following a Bank Receivership: (i) a hold will be placed on each Account once a receiver of ▇.▇. ▇▇▇▇▇▇ is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account; (ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the beneficial owners of the funds in the applicable Account; and (iii) failure to provide the data the FDIC requires may result in the applicable Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds.

Notwithstanding any other provisions in this Agreement, this section survives after the FDIC is appointed as ▇.▇. ▇▇▇▇▇▇’▇ receiver, and the FDIC is considered a third party beneficiary of this section.

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

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

▇.▇. ▇▇▇▇▇▇’▇ London Branch is a participant in the Financial Services Compensation Scheme (the “FSCS”), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at ▇.▇. ▇▇▇▇▇▇’▇ London Branch. The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom ▇.▇. ▇▇▇▇▇▇ London Branch provides services in the event that they suffer a financial loss as a direct consequence of ▇.▇. ▇▇▇▇▇▇’▇ London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS. Subject to the FSCS rules, the maximum compensation payable by the FSCS in relation to eligible deposits is as set out in the relevant information sheet which is available via ▇.▇. ▇▇▇▇▇▇’▇ website referenced below. For the purposes of establishing such maximum compensation, all the Customer’s eligible deposits at

▇.▇. ▇▇▇▇▇▇’▇ London Branch are aggregated and the total is subject to such maximum compensation.

The Customer acknowledges and accepts that deposit accounts maintained under this Agreement at ▇.▇. ▇▇▇▇▇▇’▇ London Branch are intended to be used solely for purposes relating to the investment and asset servicing services contemplated by this Agreement, and the Customer agrees that it will not give Instructions to ▇.▇. ▇▇▇▇▇▇ to process payment transactions relating to those deposit accounts for any other purposes.

Insurance

Security Holding Disclosure

Regulatory Disclosure; Certain Information of the Customer

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

The European Union’s Central Securities Depositories Regulation requires that ▇.▇. ▇▇▇▇▇▇ offer the Customer the choice of maintaining Financial Assets held through certain Securities Depositories in which ▇.▇. ▇▇▇▇▇▇ is a direct participant in omnibus or segregated accounts. As of the date of this Agreement, this choice is available with respect to the Customer’s Financial Assets held at Euroclear and Clearstream. Information on the Securities Depositories to which this choice is subject and the costs and risks associated with each option is available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇/▇▇/▇▇▇▇▇▇▇▇▇▇▇. In the absence of Instructions from the Customer to the contrary, its Financial Assets held in these Securities Depositories will be held in omnibus accounts.

The Customer hereby acknowledges that ▇.▇. ▇▇▇▇▇▇ is obliged to comply with AML/Sanctions Requirements and that ▇.▇. ▇▇▇▇▇▇ shall not be liable for any action it or any ▇.▇. ▇▇▇▇▇▇ Affiliate reasonably takes to comply with any AML/Sanctions Requirements, including identifying and reporting suspicious transactions, rejecting transactions, and blocking or freezing funds, Financial Assets, or other assets. The Customer shall cooperate with ▇.▇. ▇▇▇▇▇▇’▇ performance of its due diligence and other obligations concerning AML/Sanctions Requirements, including with

regard to any Beneficial Owners (as defined below). In addition, the Customer agrees that (i) ▇.▇. ▇▇▇▇▇▇ may defer acting upon an Instruction pending completion of any review under its policies and procedures for compliance with AML/Sanctions Requirements and (ii) Customer’s utilization of Accounts as omnibus accounts to hold assets of Beneficial Owners is subject to ▇.▇. ▇▇▇▇▇▇’▇ discretion. Furthermore, ▇.▇. ▇▇▇▇▇▇ shall not be obliged to hold any “▇▇▇▇▇ stock” (or other Financial Asset raising special anti-money laundering concerns) in any Account in which a Beneficial Owner has an interest, or to settle any transaction in which a Beneficial Owner has an interest, that relates to any “▇▇▇▇▇ stock” or any such other Financial Asset. For the purposes of this section, “Beneficial Owner” means any person, other than the Customer, who has a direct or indirect beneficial ownership interest in any assets held in any of the Accounts.

Confidentiality

Subject to Section 6.10(c), ▇.▇. ▇▇▇▇▇▇ will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by (i) Applicable Law or courts of competent jurisdiction; (ii) governmental, regulatory or supervisory authorities, or law enforcement agencies with jurisdiction over ▇.▇. ▇▇▇▇▇▇’▇ businesses; or (iii) with the consent of the Customer.

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to use Confidential Information (i) in connection with the provision of services to or administration of the relationship with the Customer, (ii) for any operational, credit or risk management purposes, (iii) for due diligence, verification or sanctions screening purposes or (iv) for the prevention or investigation of crime, fraud or any malpractice, including the prevention of terrorism, money laundering and corruption as well as for tax reporting.

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

any Subcustodian, subcontractor, consultant, agent, Securities Depository, securities exchange, central counterparty, custodian, depositary, trading venue, broker, proxy solicitor, issuer, registrar, service provider or vendor, or any person that ▇.▇. ▇▇▇▇▇▇ believes is reasonably required in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of relevant services under this Agreement;

its and any ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇’s professional advisors, auditors and public accountants;

its branches and any ▇.▇. ▇▇▇▇▇▇ Affiliate;

any proposed assignee of ▇.▇. ▇▇▇▇▇▇’▇ rights under this Agreement; and

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

Use of ▇.▇. ▇▇▇▇▇▇’▇ Name

The Customer agrees not to use (or permit the use of) ▇.▇. ▇▇▇▇▇▇’▇ name in any document, publication or publicity material relating to the Customer, including, but not limited to, notices, sales literature, stationery, advertisements, etc., without the prior written consent of ▇.▇. ▇▇▇▇▇▇ (which consent shall not be unreasonably withheld), provided that no prior consent is needed if the document in which ▇.▇. ▇▇▇▇▇▇’▇ name is used merely states that ▇.▇. ▇▇▇▇▇▇ is acting as custodian to the Customer.

▇.▇. ▇▇▇▇▇▇ agrees not to use (or permit the use of) a Customer’s or a Fund’s name in any document, publication or publicity material relating to ▇.▇. ▇▇▇▇▇▇ or a ▇.▇. ▇▇▇▇▇▇ Affiliate, including, but not limited to, notices, sales literature, stationery, advertisements, etc., without the prior written consent of the particular Customer, on behalf of a Fund (which consent shall

not be unreasonably withheld), provided that no prior consent is needed if the document in which a Customer’s or Fund’s name is used merely states that ▇.▇. ▇▇▇▇▇▇ is acting as custodian to the Customer, on behalf of a Fund.

Redistribution of Data from Third Parties

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

Standard of Care; Liability

▇.▇. ▇▇▇▇▇▇ will exercise the standard of care and diligence that a professional custodian responsible for providing custodial and similar services to registered investment companies would observe in performing its obligations under this Agreement taking into account the prevailing rules, practices, procedures, and circumstances in the relevant market and shall act without bad faith, negligence or willful misconduct (“Standard of Care”). ▇.▇. ▇▇▇▇▇▇ will not be in violation of this Agreement with respect to any matter as to which it has satisfied the Standard of Care.

▇.▇. ▇▇▇▇▇▇ will only be liable for the Customer’s direct Liabilities and only to the extent (i) they result from ▇.▇. ▇▇▇▇▇▇’▇ failure to perform its duties as set out in this Agreement in accordance with the Standard of Care and (ii) as provided in Section 5.2(a). Under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, ▇.▇. ▇▇▇▇▇▇’▇ performance or non-performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as custodian or banker.

The Customer, on behalf of a Fund, will indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ in connection with or arising out of (i) ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, provided that the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ has satisfied the Standard of Care in connection with the Liabilities in question or (ii) any ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇’s status as a holder of record of the Customer’s Financial Assets and further provided that ▇.▇. ▇▇▇▇▇▇ shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder. Nevertheless, the Customer, on behalf of a Fund, will not be obligated to indemnify any ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ under the preceding sentence with respect to any Liability for which ▇.▇. ▇▇▇▇▇▇ is liable under Section 5.2(a). In addition, in each case, to the extent practicable, ▇.▇. ▇▇▇▇▇▇ will use reasonable care to provide prompt notice to the Customer of the circumstances and all pertinent facts related to the claim for indemnification, it being understood that a failure to notify shall not serve to limit Customer’s obligation to indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees hereunder. No Customer will have any liability under this Section 7.1(c) for the obligations of any other Customer hereunder, and any

obligations of a Customer under this section 7.1(c) with respect to a particular Fund will not be satisfied out of the assets of another Fund.

The Customer agrees that ▇.▇. ▇▇▇▇▇▇ provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to the Customer, Fund, or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer, Fund, or an Authorized Person regarding any default in the payment of principal or income on any Financial Asset other than as provided in Section 2.6(b); and (iv) evaluate or report to the Customer, a Fund, or an Authorized Person regarding the financial condition of any broker, agent or other party to which ▇.▇. ▇▇▇▇▇▇ is instructed to deliver Account Assets. ▇.▇. ▇▇▇▇▇▇ is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by ▇.▇. ▇▇▇▇▇▇ in physical form that appears to be genuine and valid.

Under no circumstances will a Customer be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, resulting from Customer’s actions or omissions under this Agreement, provided that this Paragraph (e) of Section 7.1 shall not apply to any Liability owing to a third party asserting a claim against ▇.▇. ▇▇▇▇▇▇ for which ▇.▇. ▇▇▇▇▇▇ is entitled to be indemnified under this Agreement.

Subject to Section 7.1(b) and (d) and Section 7.2, ▇.▇. ▇▇▇▇▇▇ shall indemnify the Customer Indemnitees from and against any direct Liabilities which may be imposed on, incurred by, or asserted against a Customer Indemnitee resulting directly from ▇.▇. ▇▇▇▇▇▇’▇ failure to meet the Standard of Care in the performance of its obligations or duties hereunder provided that (1) in no event shall ▇.▇. ▇▇▇▇▇▇ be obliged to indemnify a Customer Indemnitee from and against any Liability (or any claim for a Liability) to the extent such Liability is described in Section 7.2; (2) each Customer Indemnitee shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder; and (3) the Customer Indemnitee has not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question.

Force Majeure

Country Risk

The Customer acknowledges that (i) investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other burdens and costs, and (ii) it remains responsible for assessing and managing investment-related exposures arising out of Country Risk. Accordingly, the Customer agrees that ▇.▇. ▇▇▇▇▇▇ will not be responsible for any Liabilities resulting from Country Risk.

In cases where a Country Risk Event occurs in a particular market, any amounts credited by ▇.▇. ▇▇▇▇▇▇ to the Account as a result of any transaction or Instruction (including but not limited to securities settlements, asset servicing (which may include payments), or foreign exchange transactions) in such market may be conditional and may be subject to reversal by ▇.▇. ▇▇▇▇▇▇.

Without limiting the generality of Section 7.2, if a Country Risk Event leads to restrictions on, or losses of, cash or cash equivalents held by ▇.▇. ▇▇▇▇▇▇ or any Affiliated Subcustodian Bank in any market for the purposes of facilitating ▇.▇. ▇▇▇▇▇▇’▇ global custody business, ▇.▇. ▇▇▇▇▇▇ may in its sole discretion apply the impact of those restrictions or losses to the relevant currency held in the Customer’s Cash Accounts in a proportional manner as ▇.▇. ▇▇▇▇▇▇ may reasonably determine.

▇.▇. ▇▇▇▇▇▇ May Consult With Counsel

J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result

Ancillary Services

TAXATION

Tax Obligations

The Customer, on behalf of the Funds, will pay or reimburse J.P. Morgan, and confirms that J.P. Morgan 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 in respect of the Customer’s Accounts.

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

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

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

Tax Relief Services

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

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

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

TERM AND TERMINATION

Term and Termination for Convenience

The initial term of this Agreement shall be for a period of three (3) years following the date on which J.P. Morgan commenced providing services under this Agreement. Following the initial term, the Customer may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to J.P. Morgan and J.P. Morgan may terminate this Agreement on one hundred and eighty (180) days’ prior written notice to the Customer.

Other Grounds for Termination

Either party may terminate this Agreement immediately on written notice to the other party upon the occurrence of any of the following:

the other party commits any material breach of this Agreement and fails to remedy such breach (if capable of remedy) within thirty (30) days of the party in breach being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach;

the other party (A) admits in writing its inability or is generally unable to pay its debts as they become due; (B) institutes, consents to or is otherwise subject to the institution of any proceeding under title 11 of the United States Code, as in effect from time to time, or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, composition with creditors, wind-down, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect and affecting the rights of creditors, generally; (C) is subject to an involuntary order for the transfer of all or part of its business by a statutory authority; (D) has any of its issued shares suspended from trading on any exchange on which they are listed (if applicable), or (E) is the subject of a measure similar to any of the foregoing;

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

J.P. Morgan ceases to be qualified to act as custodian of a Customer or the Funds under Applicable Law; or

If a Force Majeure Event substantially prevents performance of any material service under this Agreement for more than ten (10) consecutive business days, then the Customer, on behalf of a Fund, may terminate all or any portion of this Agreement and the services so affected, as of a date specified by the Customer in a written notice of termination.

J.P. Morgan may terminate this Agreement (i) immediately upon written notice to the Customer where there is a material transition of Account Assets from the Accounts and/or (ii) by giving not less than sixty (60) days’ prior written notice to the Customer in the event that J.P. Morgan reasonably determines that either the Customer has ceased to satisfy J.P. Morgan’s customary credit requirements or servicing the Customer raises reputational or regulatory concerns.

Exit Procedure

The Customer will provide J.P. Morgan full details of the persons to whom J.P. Morgan must deliver Account Assets within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, J.P. Morgan

will continue to provide Services under this Agreement following the termination date, and shall be entitled to continue to be paid fees as determined by J.P. Morgan in its sole discretion until such time as it is able to deliver the Account Assets to a successor custodian, but J.P. Morgan may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that J.P. Morgan is unwilling to assume any related credit risk.

J.P. Morgan will in any event be entitled to deduct any amounts owing to it from the Cash Account prior to delivery of the Account Assets. In the event that insufficient funds are available in the Cash Account, the Customer agrees that J.P. Morgan may, in such manner and, at such time or times as J.P. Morgan in its sole discretion sees fit, liquidate any Financial Assets in the Securities Account that J.P. Morgan, in its sole discretion, may select in order to deduct such amount from the proceeds.

The Customer will reimburse J.P. Morgan promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination.

Upon termination, the Customer will provide J.P. Morgan with contact information and payment instructions for any matters arising after termination.

Termination will not affect any of the Liabilities either party owes to the other party arising under this Agreement prior to such termination.

J.P. Morgan will act in accordance with all Instructions delivered to it by the Customer with respect to such delivery and transition of custody responsibilities to a successor custodian provided that such Instructions shall be reasonable and practicable and not in conflict with any provision of this Agreement.

As soon as reasonably practicable following its resignation or termination of appointment becoming effective and subject to payment of any amount owing to J.P. Morgan under this Agreement, J.P. Morgan agrees to transfer such holding statements or position reports as are customarily provided in a transition to any replacement provider of the Services or to such other person as the Customer may direct. J.P. Morgan will also provide reasonable assistance to its successor, for such transfer, it being understood that J.P. Morgan shall have no responsibility for any expenses or charges for such assistance.

MISCELLANEOUS

Notice

Unless the Customer and J.P. Morgan have agreed otherwise, J.P. Morgan may, subject to Applicable Law, provide any notice to Customer required under this Agreement, other than a notice pursuant to Section 9, by either posting it on J.P. Morgan’s website or portal or, at its option, by other reasonable means.

Notices pursuant to Section 9 shall be sent or served by registered mail, nationally recognized delivery service, courier service or hand delivery to the address of the respective party as set out on the first page of this Agreement, unless at least two (2) days’ prior written notice of a new address is given to the other party in writing.

Successors and Assigns

Entire Agreement and Amendments

Governing Law and Jurisdiction

Severability; Waiver; Survival

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

Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any

other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

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

Counterparts

No Third Party Beneficiaries

TOUCHSTONE STRATEGIC TRUST

TOUCHSTONE FUNDS GROUP TRUST

TOUCHSTONE VARIABLE SERIES TRUST

By:

By:

Name:

Name:

Title:

Title:

Date:

Date:

By:

Name:

Title:

Date:

J.P. Morgan may permit the Customer, and its Authorized Persons and other persons designated by the Customer or its Authorized Persons (collectively “Users”), to access certain electronic systems and applications (collectively, the “Products”) and to access or receive Data (as defined below) electronically in connection with the Agreement. J.P. Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or suspected to be at risk. Access to the Products shall be subject to the Security Procedure.

In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license in relation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P. Morgan grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the “Data”) for the Customer’s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Users, provided that such use shall be in accordance with the terms of the Agreement, including this Annex. The Customer will not disclose or distribute (and will cause the Users not to disclose or distribute) to any other party, or allow any other party to access, inspect or copy the Products or any Data, except as reasonably necessary in the course of Customer’s management or administration of the funds or accounts for which services are provided under this Agreement. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by J.P. Morgan from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to J.P. Morgan.

The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet to access and use the Products, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer and its Users to access and use the Products. All such software must be interoperable with J.P. Morgan’s software. Each of the Customer and J.P. Morgan shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

In cases where J.P. Morgan’s website or the Products are unexpectedly down or otherwise unavailable, J.P. Morgan shall, absent a force majeure event, provide other appropriate means for the Customer or its Users to instruct J.P. Morgan or obtain reports from J.P. Morgan. J.P. Morgan shall not be liable for any Liabilities arising out of the Customer’s use of, access to or inability to use the Products in the absence of J.P. Morgan’s gross negligence, fraud or willful misconduct.

Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to, and will ensure that its Users are advised of and have

consented to, such monitoring, tracking and recording, and J.P. Morgan’s right to disclose data derived from such activity in accordance with the Agreement, including this Annex. J.P. Morgan shall own all right, title and interest in the data reflecting the Customer usage of the Products or J.P. Morgan’s website (including general usage data and aggregated transaction data), provided that J.P. Morgan’s use of such data shall remain, subject to its obligations of confidentiality set forth in this Agreement. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. The Customer hereby expressly consents, and will ensure that its Users are advised of and have consented to, J.P. Morgan’s collection, storage, use and transfer (including to or through jurisdictions that do not provide the same statutory protection as the originating jurisdictions(s)) of their personal data. Any personal data collected through, or in connection with, the Customer’s use of the Products shall be subject to J.P. Morgan’s Privacy Policy (available at: https://www.jpmorgan.com/global/privacy) and Cookies Policy (available at: https://www.jpmorgan.com/global/cookies), each as updated from time to time and incorporated herein by reference.

The Customer shall not knowingly upload, post or transmit to or distribute or otherwise publish through the Products or J.P. Morgan’s web site any materials which (i) restrict or inhibit any other user from using and enjoying the Products or the website, (ii) are defamatory, offensive, explicit, or indecent, (iii) infringe the rights of third parties including intellectual property rights, (iv) contain a virus, Trojan horse, worm, time bomb, cancelbot or other harmful component, or (v) constitute or contain false or misleading information.

The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its Users upon written request. The Customer shall not access, and shall not permit its Users to access, the service from any jurisdiction where J.P. Morgan informs the Customer, or where the Customer has actual knowledge, that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the Users, the Customer shall obtain from each User all necessary consents to enable J.P. Morgan to process data concerning that User for the purposes of providing the Products.

The Customer will be subject to and shall comply with Applicable Law with regard to its use of the Products, including Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data.

The Customer shall be responsible for the compliance of its Users with the terms of this Annex.

Wire transfers

U.S. Dollar denominated checks drawn on accounts held with JPMorgan Chase Bank, N.A. in the U.S.

All U.S. Dollar denominated checks that are payable to the Client drawn on banks other than JPMorgan Chase Bank, N.A. in the U.S.

Opinions of local counsel concerning:

Whether applicable foreign law would restrict the access of Customer’s independent public accountants to books and records kept by a Subcustodian located in that country which pertain to the Customer’s account.

Whether applicable foreign law would restrict Customer’s ability to recover its Financial Assets and cash in the event of the bankruptcy of a Subcustodian located in that country.

Whether applicable foreign law would restrict Customer’s ability to recover Financial Assets that are lost while under the control of a Subcustodian located in the country.

Whether applicable foreign law would restrict the Customer’s right as foreign investors to convert Customer’s cash or cash equivalents into U.S. dollars which have not yet been invested in securities.

A market profile with respect to the following topics:

securities regulatory environment,

foreign ownership restrictions,

foreign exchange,

securities settlement and registration,

taxation, and

securities depositories (including depository risk assessment), if any.

NewsFlashes, including with respect to changes in the information included in market profiles