Common use of POWERS AND DUTIES OF THE CUSTODIAN Clause in Contracts

POWERS AND DUTIES OF THE CUSTODIAN. The Custodian shall have and shall perform the following powers and duties hereunder: (a) The Custodian shall receive and hold all the Securities delivered to it and shall ensure that such Securities (other than those in bearer form) be registered in the name of the Custodian or of an Agent or in such other name as may be customary in the country or counties of the relevant Securities (which may include the Client, in which case Clause 3(b) second paragraph above shall apply to the effect that only the Custodian may dispose of Client assets so registered). Bearer Securities shall be deposited in the vault of the Custodian or of an Agent or otherwise dealt with as is appropriate for the purpose of providing for the safekeeping thereof; (b) Provided that the Custodian exercises such duties of supervision and control as are prescribed hereunder and by the Law and the code of conduct promulgated under the Law the Custodian may, for any transactions hereunder, entrust these without limitation, to subsidiaries, associated companies branches or offices of the Custodian or any agents, ("Agent" or in plural "Agents") provided that such agents, if any, shall be of sound reputation and good standing and the Custodian will exercise reasonable care in the selection thereof; (c) The Custodian shall have the duty, in order to protect successfully the Client’s rights and to prevent the use of the Client’s Securities for its own account or for the account of other clients, to educate and train persons duly approved by the Cyprus Securities and Exchange Commission, so that they can properly and effectively operate the administrative and accounting organization that the Custodian possesses, that provides for these issues and apply the control and security mechanisms, as especially mentioned in the Custodian’s Internal Regulation (“Compliance Manual”). (d) The approved persons shall have the duty to: (i) inform the Client about the Securities and Custodian’s procedures of safe-custody and management, in the course of provision of the custody service; and (ii) provide the Client with any information that is necessary for the exercise of its rights over the Securities that the Custodian keeps in safe- custody, as well as the ambit of the services that the Custodian undertakes to provide the Client with. (e) Subject as provided in Clause 3(a) above, the Custodian shall hold, or an Agent shall receive and hold to the order of the Custodian all monies paid to the Client, subject to withdrawal upon Proper Instructions (as defined in Clause 7 below) on the request of the Client or of any person duly authorized to give Proper Instructions on behalf of the Client; (f) Upon receipt of Proper Instructions (as defined in Clause 7 below) and insofar as monies are available, the Custodian shall, if and where applicable, make or cause to be made payment out of the monies of the Client in the following circumstances without being all inclusive: (i) in connection with the acquisition of Securities or other permitted assets; (ii) in connection with forward transactions and/or financial futures or other investment and hedging practices; (iii) for the payment of dividends and other distributions to Shareholders; (iv) for payment of bills, statements, taxes, managements fees, custodian fees or other obligations of the Client; or in the event the Custodian undertakes to collect dividends, exercise rights deriving from options or voting rights, the renewal or exchange of security titles or other relevant services for the benefit of the Client it shall have the duty to determine with clarity the extent and the content of the provided services as well as its fee for such provision. (g) Upon receipt of Proper Instructions (as defined in Clause 7 below), the Custodian shall transfer, exchange or deliver Securities, or shall cause the transfer, exchange or delivery of Securities to be made for the account of the Client, in the following circumstances without being all inclusive: (i) in connection with the sale of such Securities, and if practicable and subject to customary market practices involving the transfer of securities, upon receipt of payment by the Custodian; (ii) upon conversion, redemption or exchange of any such Securities or assets for any reason other than sale into or for other Securities or cash; (iii) for the purpose of exercising any right whatsoever with respect to such Securities; or (iv) to the succeeding custodian upon termination of this Agreement. Subject to the provisions above, instructions for the withdrawal of Securities free of payment shall be sent to the Custodian only in writing, fully explaining the reasons for such free delivery, manually signed by a person authorized to give Proper Instructions (as defined in Clause 7 below) or by electronic means with the appropriate test keys, as may be agreed from time to time; (h) Subject to the terms hereof, unless the Custodian receives contrary written instructions from the Client, the Custodian agrees and will cause its Agents to agree and is authorized: (i) to receive and to collect promptly all cash and other amounts of interest, dividends, proceeds from transfer and other payments in respect of Securities; (ii) to credit and, if appropriate, subject to any applicable currency controls, laws and regulations, repatriate cash receipts timely to the appropriate account of the Client maintained at the Custodian (or to such other account at such location as the Client shall from time to time designate in writing, such account however to be opened and maintained under the supervision and control of the Custodian). If the Custodian causes a cash account to be credited with such payments in advance of receipt, the Custodian shall be entitled (without prejudice to the duties hereunder) to debit the cash account forthwith with any such amounts so credited upon oral or written notification if neither the Custodian nor any Agent can collect such amount in the ordinary course of business; (iii) to exchange Certificated Securities where the exchange is purely administrative (including, without limitation, the exchange of temporary Certificated Securities for those in definitive form and the exchange of warrants or other documents of entitlement to Securities for the Securities themselves); (iv) to surrender Securities at maturity or when called for redemption upon receiving payment therefore; (v) whenever notification of a rights entitlement or a fractional interest resulting from a rights issued, stock dividend or stock split is received for the Client and such rights entitlement or fractional interest bears an expiration date, the Custodian will endeavor to obtain the Client's instructions (as the case may be) but should these not be received in time for the Custodian to take timely action, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Client's cash account with the proceeds; (vi) to execute in the Client's name, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Securities; (vii) to reconcile or cause its Agents to reconcile the assets held by the Custodian on behalf of the Client on an annual basis; (viii) to insure Certificated Securities in transit to or from an Agent against theft, embezzlement, loss or mysterious disappearance in such amounts and with such responsible insurers as is customary; and (ix) to accept and rely upon all Proper Instructions (as defined in Clause 7 below) given on behalf of the Client permitted by this paragraph including, without limitation instructions to sell, assign, transfer or deliver, or to purchase for the account of the Client any Securities; (x) on the reasonable request of the Client, to make such applications for reclamations of withholding taxes in the jurisdictions in which the Client invests, as are available. (i) The Custodian shall forward to the Client or any agent designated by the Client only such communications relating to Securities held in the custody account as call for voting or the exercise of rights or other specific actions (including proxy forms and material relating to legal proceedings to be transmitted to security holders) to the extent that sufficient copies are received by the Custodian in time for forwarding to the Client and otherwise only on a reasonable efforts basis. The Custodian agrees that the Client's independent accountant or any representative of an appropriate regulatory body shall be entitled to examine, on the premises of the Custodian, and upon giving the Custodian reasonable advance notice, the Custodian's records and tax receipts relating to the Securities held in the custody account and to report findings to the Client, but only upon furnishing the Custodian with written instructions from the Client requesting such examination. The Custodian also agrees to procure that its Agents will agree to grant similar examination rights and that it will not appoint any Agent unless such undertaking is given by it. (j) In case that the Client’s accounts containing Financial Instruments are kept in a Central Register, Central Securities depository or other Depository, the Custodian shall have the duty to inform the Client at least about the following issues: (i) whether the Client’s accounts are kept on a specific basis, or in an omnibus account, (ii) about the nature of the Client’s rights over the Securities, (iii) about the procedures of the keeping and updating these accounts and, especially those that ensure that: (a) every entry in the Client’s accounts containing Financial Instruments in the records of the Custodian corresponds to an order given by the Client; and (b) any movements in the Client’s accounts containing Securities that the Custodian is keeping, correspond to the accounts of the Custodian in a Central Depository (Central Register), when omnibus accounts are kept for the Custodian clients. (c) about any danger the Client may incur in case of default of the Custodian or the Central Depository. (k) The Custodian shall have the duty to inform the Client about: (i) who bears the risk in case of insolvency of any third party such as a bank, an IF (Registered Investment Firm) a Central Depository (Central Register) etc, which has in its possession the Securities belonging to the Client or the Securities in the name of Custodian which belong beneficially to the Client, or in general, the risk of the loss of the Securities of the Client that the third party has in its possession, and (ii) whether the Client is covered by the Investor Compensation Scheme or any Insurance Scheme regarding the Securities that are according to the aforementioned in the possession of a third party and to which extent such coverage exists. (l) In connection with making deposits of cash with such banking institutions as shall be agreed from time to time between the Client and the Custodian, whether or not instruments representing such deposits are to be issued and delivered to the Custodian shall maintain with respect to such assets appropriate records as to the amounts of each such time deposit with each such bank and the maturity date and interest rate relating to each such time deposit. (m) The Custodian will moreover, to the extent and as long as required by the Law: (i) ensure that the sale, issue, redemption and cancellation of Shares affected on behalf of the Client or by the Client are carried out in accordance with the Law and the Memorandum and Articles of Association of the Client; (ii) ensure that in transactions involving the Securities belonging to the Client the consideration is remitted within the usual time limits; (iii) ensure that the income of the Client is applied in accordance with the Memorandum and Articles of Association. (n) The Custodian shall have the duty to inform directly and by any appropriate means the Client about every movement in his accounts containing the Securities, which the Custodian has in its possession and to send to the Client on regular time intervals and at least once every three months a detailed report detailing the transactions made in the accounts. (o) The Custodian shall comply with any operating procedures agreed from time to time between the parties. (p) The Custodian shall comply with all applicable laws relating to the provision of its services hereunder and shall hold necessary consents and licenses in order to carry on its obligations and provide its services hereunder. To the extent within its reasonable competence and power the Custodian shall further procure that its Agents hereof and to the extent within the Custodian's reasonable competence and power to verify that its Agents hold all necessary consents and licenses in order to carry out their obligations and provide services in the context hereof. The Custodian will at all times ensure that in case any of its Agents loses any required licenses, it will promptly require such Agent to re-apply for those licenses and if those licenses are not re-instated within a reasonable period of time, the Custodian will terminate the Agent's contract.

POWERS AND DUTIES OF THE CUSTODIAN. The Custodian shall have and shall perform the following powers and duties hereunder: (a) The Custodian shall receive and hold all the Securities delivered to it and shall ensure that such Securities (other than those in bearer form) be registered in the name of the Custodian or of an Agent or in such other name as may be customary in the country or counties of the relevant Securities (which may include the Client, in which case Clause 3(b) second paragraph above shall apply to the effect that only the Custodian may dispose of Client assets so registered). Bearer Securities shall be deposited in the vault of the Custodian or of an Agent or otherwise dealt with as is appropriate for the purpose of providing for the safekeeping thereof; (b) Provided that the Custodian exercises such duties of supervision and control as are prescribed hereunder and by the Law and the code of conduct promulgated under the Law the Custodian may, for any transactions hereunder, entrust these without limitation, to subsidiaries, associated companies branches or offices of the Custodian or any agents, ("Agent" or in plural "Agents") provided that such agents, if any, shall be of sound reputation and good standing and the Custodian will exercise reasonable care in the selection thereof; (c) The Custodian shall have the duty, in order to protect successfully the Client’s rights and to prevent the use of the Client’s Securities for its own account or for the account of other clients, to educate and train persons duly approved by the Cyprus Securities and Exchange Commission, so that they can properly and effectively operate the administrative and accounting organization that the Custodian possesses, that provides for these issues and apply the control and security mechanisms, as especially mentioned in the Custodian’s Internal Regulation (“Compliance Manual”). (d) The approved persons shall have the duty to: (i) inform the Client about the Securities and Custodian’s procedures of safe-custody and management, in the course of provision of the custody service; and (ii) provide the Client with any information that is necessary for the exercise of its rights over the Securities that the Custodian keeps in safe- safe-custody, as well as the ambit of the services that the Custodian undertakes to provide the Client with. (e) Subject as provided in Clause 3(a) above, the Custodian shall hold, or an Agent shall receive and hold to the order of the Custodian all monies paid to the Client, subject to withdrawal upon Proper Instructions (as defined in Clause 7 below) on the request of the Client or of any person duly authorized to give Proper Instructions on behalf of the Client; (f) Upon receipt of Proper Instructions (as defined in Clause 7 below) and insofar as monies are available, the Custodian shall, if and where applicable, make or cause to be made payment out of the monies of the Client in the following circumstances without being all inclusive: (i) in connection with the acquisition of Securities or other permitted assets; (ii) in connection with forward transactions and/or financial futures or other investment and hedging practices; (iii) for the payment of dividends and other distributions to Shareholders; (iv) for payment of bills, statements, taxes, managements fees, custodian fees or other obligations of the Client; or in the event the Custodian undertakes to collect dividends, exercise rights deriving from options or voting rights, the renewal or exchange of security titles or other relevant services for the benefit of the Client it shall have the duty to determine with clarity the extent and the content of the provided services as well as its fee for such provision. (g) Upon receipt of Proper Instructions (as defined in Clause 7 below), the Custodian shall transfer, exchange or deliver Securities, or shall cause the transfer, exchange or delivery of Securities to be made for the account of the Client, in the following circumstances without being all inclusive: (i) in connection with the sale of such Securities, and if practicable and subject to customary market practices involving the transfer of securities, upon receipt of payment by the Custodian; (ii) upon conversion, redemption or exchange of any such Securities or assets for any reason other than sale into or for other Securities or cash; (iii) for the purpose of exercising any right whatsoever with respect to such Securities; or (iv) to the succeeding custodian upon termination of this Agreement. Subject to the provisions above, instructions for the withdrawal of Securities free of payment shall be sent to the Custodian only in writing, fully explaining the reasons for such free delivery, manually signed by a person authorized to give Proper Instructions (as defined in Clause 7 below) or by electronic means with the appropriate test keys, as may be agreed from time to time; (h) Subject to the terms hereof, unless the Custodian receives contrary written instructions from the Client, the Custodian agrees and will cause its Agents to agree and is authorized: (i) to receive and to collect promptly all cash and other amounts of interest, dividends, proceeds from transfer and other payments in respect of Securities; (ii) to credit and, if appropriate, subject to any applicable currency controls, laws and regulations, repatriate cash receipts timely to the appropriate account of the Client maintained at the Custodian (or to such other account at such location as the Client shall from time to time designate in writing, such account however to be opened and maintained under the supervision and control of the Custodian). If the Custodian causes a cash account to be credited with such payments in advance of receipt, the Custodian shall be entitled (without prejudice to the duties hereunder) to debit the cash account forthwith with any such amounts so credited upon oral or written notification if neither the Custodian nor any Agent can collect such amount in the ordinary course of business; (iii) to exchange Certificated Securities where the exchange is purely administrative (including, without limitation, the exchange of temporary Certificated Securities for those in definitive form and the exchange of warrants or other documents of entitlement to Securities for the Securities themselves); (iv) to surrender Securities at maturity or when called for redemption upon receiving payment therefore; (v) whenever notification of a rights entitlement or a fractional interest resulting from a rights issued, stock dividend or stock split is received for the Client and such rights entitlement or fractional interest bears an expiration date, the Custodian will endeavor to obtain the Client's instructions (as the case may be) but should these not be received in time for the Custodian to take timely action, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Client's cash account with the proceeds; (vi) to execute in the Client's name, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Securities; (vii) to reconcile or cause its Agents to reconcile the assets held by the Custodian on behalf of the Client on an annual basis; (viii) to insure Certificated Securities in transit to or from an Agent against theft, embezzlement, loss or mysterious disappearance in such amounts and with such responsible insurers as is customary; and (ix) to accept and rely upon all Proper Instructions (as defined in Clause 7 below) given on behalf of the Client permitted by this paragraph including, without limitation instructions to sell, assign, transfer or deliver, or to purchase for the account of the Client any Securities; (x) on the reasonable request of the Client, to make such applications for reclamations of withholding taxes in the jurisdictions in which the Client invests, as are available. (i) The Custodian shall forward to the Client or any agent designated by the Client only such communications relating to Securities held in the custody account as call for voting or the exercise of rights or other specific actions (including proxy forms and material relating to legal proceedings to be transmitted to security holders) to the extent that sufficient copies are received by the Custodian in time for forwarding to the Client and otherwise only on a reasonable efforts basis. The Custodian agrees that the Client's independent accountant or any representative of an appropriate regulatory body shall be entitled to examine, on the premises of the Custodian, and upon giving the Custodian reasonable advance notice, the Custodian's records and tax receipts relating to the Securities held in the custody account and to report findings to the Client, but only upon furnishing the Custodian with written instructions from the Client requesting such examination. The Custodian also agrees to procure that its Agents will agree to grant similar examination rights and that it will not appoint any Agent unless such undertaking is given by it. (j) In case that the Client’s accounts containing Financial Instruments are kept in a Central Register, Central Securities depository or other Depository, the Custodian shall have the duty to inform the Client at least about the following issues: (i) whether the Client’s accounts are kept on a specific basis, or in an omnibus account, (ii) about the nature of the Client’s rights over the Securities, (iii) about the procedures of the keeping and updating these accounts and, especially those that ensure that: (a) every entry in the Client’s accounts containing Financial Instruments in the records of the Custodian corresponds to an order given by the Client; and (b) any movements in the Client’s accounts containing Securities that the Custodian is keeping, correspond to the accounts of the Custodian in a Central Depository (Central Register), when omnibus accounts are kept for the Custodian clients. (c) about any danger the Client may incur in case of default of the Custodian or the Central Depository. (k) The Custodian shall have the duty to inform the Client about: (i) who bears the risk in case of insolvency of any third party such as a bank, an IF (Registered Investment Firm) a Central Depository (Central Register) etc, which has in its possession the Securities belonging to the Client or the Securities in the name of Custodian which belong beneficially to the Client, or in general, the risk of the loss of the Securities of the Client that the third party has in its possession, and (ii) whether the Client is covered by the Investor Compensation Scheme or any Insurance Scheme regarding the Securities that are according to the aforementioned in the possession of a third party and to which extent such coverage exists. (l) In connection with making deposits of cash with such banking institutions as shall be agreed from time to time between the Client and the Custodian, whether or not instruments representing such deposits are to be issued and delivered to the Custodian shall maintain with respect to such assets appropriate records as to the amounts of each such time deposit with each such bank and the maturity date and interest rate relating to each such time deposit. (m) The Custodian will moreover, to the extent and as long as required by the Law: (i) ensure that the sale, issue, redemption and cancellation of Shares affected on behalf of the Client or by the Client are carried out in accordance with the Law and the Memorandum and Articles of Association of the Client; (ii) ensure that in transactions involving the Securities belonging to the Client the consideration is remitted within the usual time limits; (iii) ensure that the income of the Client is applied in accordance with the Memorandum and Articles of Association. (n) The Custodian shall have the duty to inform directly and by any appropriate means the Client about every movement in his accounts containing the Securities, which the Custodian has in its possession and to send to the Client on regular time intervals and at least once every three months a detailed report detailing the transactions made in the accounts. (o) The Custodian shall comply with any operating procedures agreed from time to time between the parties. (p) The Custodian shall comply with all applicable laws relating to the provision of its services hereunder and shall hold necessary consents and licenses in order to carry on its obligations and provide its services hereunder. To the extent within its reasonable competence and power the Custodian shall further procure that its Agents hereof and to the extent within the Custodian's reasonable competence and power to verify that its Agents hold all necessary consents and licenses in order to carry out their obligations and provide services in the context hereof. The Custodian will at all times ensure that in case any of its Agents loses any required licenses, it will promptly require such Agent to re-apply for those licenses and if those licenses are not re-instated within a reasonable period of time, the Custodian will terminate the Agent's contract.

POWERS AND DUTIES OF THE CUSTODIAN. The rights, powers, duties and authorities of the Custodian under this Agreement, in its capacity as custodian, shall have and shall perform the following powers and duties hereunderinclude: (a) The Custodian shall receive and hold all the Securities delivered to it and shall ensure that such Securities (other than those in bearer form) be registered in the name receipt of the Custodian Vivendi Voting Rights, directly or of an Agent or in such other name as may be customary in through the country or counties Accredited Intermediary, for and on behalf of the relevant Securities (which may include Holders in accordance with the Client, in which case Clause 3(b) second paragraph above shall apply to the effect that only the Custodian may dispose of Client assets so registered). Bearer Securities shall be deposited in the vault provisions of the Custodian or Plan of an Agent or otherwise dealt with as is appropriate for the purpose of providing for the safekeeping thereofArrangement; (b) Provided that the Custodian exercises such duties of supervision and control distributing materials to Holders as are prescribed hereunder and by the Law and the code of conduct promulgated under the Law the Custodian may, for any transactions hereunder, entrust these without limitation, to subsidiaries, associated companies branches or offices of the Custodian or any agents, ("Agent" or provided in plural "Agents") provided that such agents, if any, shall be of sound reputation and good standing and the Custodian will exercise reasonable care in the selection thereofthis Agreement; (c) The Custodian shall have holding, directly or through the dutyAccredited Intermediary, in order to protect successfully the Client’s rights Vivendi Voting Rights for and to prevent the use on behalf of the Client’s Securities for its own account or for Holders in accordance with the account provisions of other clients, to educate and train persons duly approved by the Cyprus Securities and Exchange Commission, so that they can properly and effectively operate the administrative and accounting organization that the Custodian possesses, that provides for these issues and apply the control and security mechanisms, as especially mentioned in the Custodian’s Internal Regulation (“Compliance Manual”).this Agreement; (d) The approved persons shall have voting or causing to be voted the duty to:Voting Rights in accordance with the instructions of the Holder pursuant to the terms of this Agreement; (ie) inform taking action on its own initiative or at the Client about direction of a Holder or Holders to enforce the Securities obligations of Vivendi and Custodian’s procedures of safe-custody and management, in the course of provision of the custody serviceVivendi Exchangeco under this Agreement; and (iif) provide the Client with any information that is necessary for taking such other actions and doing such other things as are specifically provided in this Agreement. In the exercise of its rights over the Securities that the Custodian keeps in safe- custodysuch rights, as well as the ambit of the services that the Custodian undertakes to provide the Client with. (e) Subject as provided in Clause 3(a) abovepowers, duties and authorities the Custodian shall holdhave (and is granted) such incidental and additional rights, or an Agent shall receive powers, duties and hold to the order authority not in conflict with any of the Custodian all monies paid to provisions of this Agreement as the ClientCustodian, subject to withdrawal upon Proper Instructions (as defined acting in Clause 7 below) on the request of the Client or of any person duly authorized to give Proper Instructions on behalf of the Client; (f) Upon receipt of Proper Instructions (as defined in Clause 7 below) good faith and insofar as monies are available, the Custodian shall, if and where applicable, make or cause to be made payment out of the monies of the Client in the following circumstances without being all inclusive: (i) in connection with the acquisition reasonable exercise of Securities its discretion, may deem necessary, appropriate or other permitted assets; (ii) in connection with forward transactions and/or financial futures or other investment and hedging practices; (iii) for the payment of dividends and other distributions desirable to Shareholders; (iv) for payment of bills, statements, taxes, managements fees, custodian fees or other carry out its obligations of the Client; or in the event the Custodian undertakes to collect dividends, exercise rights deriving from options or voting rights, the renewal or exchange of security titles or other relevant services for the benefit of the Client it shall have the duty to determine with clarity the extent and the content of the provided services as well as its fee for such provision. (g) Upon receipt of Proper Instructions (as defined in Clause 7 below), the Custodian shall transfer, exchange or deliver Securities, or shall cause the transfer, exchange or delivery of Securities to be made for the account of the Client, in the following circumstances without being all inclusive: (i) in connection with the sale of such Securities, and if practicable and subject to customary market practices involving the transfer of securities, upon receipt of payment by the Custodian; (ii) upon conversion, redemption or exchange of any such Securities or assets for any reason other than sale into or for other Securities or cash; (iii) for the purpose of exercising any right whatsoever with respect to such Securities; or (iv) to the succeeding custodian upon termination of under this Agreement. Subject to the provisions aboveAny exercise of such discretionary rights, instructions for the withdrawal of Securities free of payment shall be sent to the Custodian only in writingpowers, fully explaining the reasons for such free delivery, manually signed duties and authorities by a person authorized to give Proper Instructions (as defined in Clause 7 below) or by electronic means with the appropriate test keys, as may be agreed from time to time; (h) Subject to the terms hereof, unless the Custodian receives contrary written instructions from the Client, the Custodian agrees and will cause its Agents to agree and is authorized: (i) to receive and to collect promptly all cash and other amounts of interest, dividends, proceeds from transfer and other payments in respect of Securities; (ii) to credit and, if appropriate, subject to any applicable currency controls, laws and regulations, repatriate cash receipts timely to the appropriate account of the Client maintained at the Custodian (or to such other account at such location as the Client shall from time to time designate in writing, such account however to be opened and maintained under the supervision and control of the Custodian). If the Custodian causes a cash account to be credited with such payments in advance of receipt, the Custodian shall be entitled (without prejudice final, conclusive and binding upon all persons. The Custodian in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the duties hereunder) best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent custodian would exercise in comparable circumstances. The Custodian shall not be bound to debit give notice or do or take any act, action or proceeding by virtue of the cash account forthwith with any such amounts powers conferred on it hereby unless and until it shall be specifically required to do so credited upon oral or written notification if neither under the terms hereof; nor shall the Custodian nor any Agent can collect such amount in the ordinary course of business; (iii) to exchange Certificated Securities where the exchange is purely administrative (including, without limitation, the exchange of temporary Certificated Securities for those in definitive form and the exchange of warrants or other documents of entitlement to Securities for the Securities themselves); (iv) to surrender Securities at maturity or when called for redemption upon receiving payment therefore; (v) whenever notification of a rights entitlement or a fractional interest resulting from a rights issued, stock dividend or stock split is received for the Client and such rights entitlement or fractional interest bears an expiration date, the Custodian will endeavor to obtain the Client's instructions (as the case may be) but should these not be received in time for the Custodian to take timely action, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Client's cash account with the proceeds; (vi) to execute in the Client's name, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Securities; (vii) to reconcile or cause its Agents to reconcile the assets held by the Custodian on behalf of the Client on an annual basis; (viii) to insure Certificated Securities in transit to or from an Agent against theft, embezzlement, loss or mysterious disappearance in such amounts and with such responsible insurers as is customary; and (ix) to accept and rely upon all Proper Instructions (as defined in Clause 7 below) given on behalf of the Client permitted by this paragraph including, without limitation instructions to sell, assign, transfer or delivertake any notice of, or to purchase for do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the account of the Client any Securities; (x) on the reasonable request of the Client, default or breach desired to make such applications for reclamations of withholding taxes in the jurisdictions in which the Client invests, as are available. (i) The Custodian shall forward be brought to the Client or any agent designated by the Client only such communications relating to Securities held in the custody account as call for voting or the exercise of rights or other specific actions (including proxy forms and material relating to legal proceedings to be transmitted to security holders) to the extent that sufficient copies are received by the Custodian in time for forwarding to the Client and otherwise only on a reasonable efforts basis. The Custodian agrees that the Client's independent accountant or any representative of an appropriate regulatory body shall be entitled to examine, on the premises attention of the Custodian, and upon giving in the absence of such notice the Custodian reasonable advance notice, the Custodian's records and tax receipts relating to the Securities held in the custody account and to report findings to the Client, but only upon furnishing the Custodian with written instructions from the Client requesting such examination. The Custodian also agrees to procure may for all purposes of this Agreement conclusively assume that its Agents will agree to grant similar examination rights and that it will not appoint any Agent unless such undertaking is given by it. (j) In case that the Client’s accounts containing Financial Instruments are kept in a Central Register, Central Securities depository no default or other Depository, the Custodian shall have the duty to inform the Client at least about the following issues: (i) whether the Client’s accounts are kept on a specific basis, or in an omnibus account, (ii) about the nature of the Client’s rights over the Securities, (iii) about the procedures of the keeping and updating these accounts and, especially those that ensure that: (a) every entry in the Client’s accounts containing Financial Instruments in the records of the Custodian corresponds to an order given by the Client; and (b) any movements in the Client’s accounts containing Securities that the Custodian is keeping, correspond to the accounts of the Custodian in a Central Depository (Central Register), when omnibus accounts are kept for the Custodian clients. (c) about any danger the Client may incur in case of default of the Custodian or the Central Depository. (k) The Custodian shall have the duty to inform the Client about: (i) who bears the risk in case of insolvency of any third party such as a bank, an IF (Registered Investment Firm) a Central Depository (Central Register) etc, which breach has in its possession the Securities belonging to the Client or the Securities in the name of Custodian which belong beneficially to the Client, or in general, the risk of the loss of the Securities of the Client that the third party has in its possession, and (ii) whether the Client is covered by the Investor Compensation Scheme or any Insurance Scheme regarding the Securities that are according to the aforementioned in the possession of a third party and to which extent such coverage exists. (l) In connection with making deposits of cash with such banking institutions as shall be agreed from time to time between the Client and the Custodian, whether or not instruments representing such deposits are to be issued and delivered to the Custodian shall maintain with respect to such assets appropriate records as to the amounts of each such time deposit with each such bank and the maturity date and interest rate relating to each such time deposit. (m) The Custodian will moreover, to the extent and as long as required by the Law: (i) ensure that the sale, issue, redemption and cancellation of Shares affected on behalf of the Client or by the Client are carried out in accordance with the Law and the Memorandum and Articles of Association of the Client; (ii) ensure that in transactions involving the Securities belonging to the Client the consideration is remitted within the usual time limits; (iii) ensure that the income of the Client is applied in accordance with the Memorandum and Articles of Association. (n) The Custodian shall have the duty to inform directly and by any appropriate means the Client about every movement in his accounts containing the Securities, which the Custodian has in its possession and to send to the Client on regular time intervals and at least once every three months a detailed report detailing the transactions been made in the accounts. (o) The Custodian shall comply with any operating procedures agreed from time to time between the parties. (p) The Custodian shall comply with all applicable laws relating to the provision observance or performance of its services hereunder and shall hold necessary consents and licenses in order to carry on its obligations and provide its services hereunder. To the extent within its reasonable competence and power the Custodian shall further procure that its Agents hereof and to the extent within the Custodian's reasonable competence and power to verify that its Agents hold all necessary consents and licenses in order to carry out their obligations and provide services in the context hereof. The Custodian will at all times ensure that in case any of its Agents loses any required licensesthe representations, it will promptly require such Agent to re-apply for those licenses and if those licenses are not re-instated within a reasonable period of timewarranties, the Custodian will terminate the Agent's contractcovenants, agreements or conditions contained herein.

POWERS AND DUTIES OF THE CUSTODIAN. WITH RESPECT TO THE APPOINTMENT OF SUBCUSTODIANS OUTSIDE THE UNITED STATES: Securities, funds and other property of the Fund may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or an "eligible foreign custodian" under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, and the Custodian may also utilize directly and any Subcustodian may utilize such securities depositories located outside the United States (as shall be approved in writing by Fund) and as meet the requirements of an "eligible foreign custodian" as aforesaid, provided that the Fund shall have approved in writing (1) any such bank or trust company and shall perform the following powers subcustodian agreement to be entered into between such bank or trust company and duties hereunder: the Custodian, and (a2) The Custodian shall receive and hold all if the Securities delivered to it and shall ensure that such Securities (Subcustodian is a bank organized under the laws of a country other than those in bearer form) be registered in the name of the Custodian or of an Agent or in such other name as may be customary in United States, the country or counties countries in which the Subcustodian is authorized to hold securities, cash and other property of the relevant Securities Fund, and (which may include 3) the Client, in which case Clause 3(b) second paragraph above shall apply to the effect that only the Custodian may dispose of Client assets so registered). Bearer Securities shall be deposited in the vault of the Custodian or of an Agent or otherwise dealt with as is appropriate for the purpose of providing for the safekeeping thereof; (b) Provided that the Custodian exercises such duties of supervision and control as are prescribed hereunder and by the Law and the code of conduct promulgated under the Law the Custodian may, for any transactions hereunder, entrust these without limitation, to subsidiaries, associated companies branches or offices of the Custodian or any agents, ("Agent" or in plural "Agents") provided that such agentssecurities depositories, if any, shall be of sound reputation and good standing and through which the Subcustodian or the Custodian will exercise reasonable care in the selection thereof; (c) The Custodian shall have the dutyis authorized to hold securities, in order to protect successfully the Client’s rights cash and to prevent the use other property of the Client’s Securities for its own account or for the account of other clients, to educate and train persons duly approved Fund. Upon such approval by the Cyprus Securities and Exchange Commission, so that they can properly and effectively operate the administrative and accounting organization that the Custodian possesses, that provides for these issues and apply the control and security mechanisms, as especially mentioned in the Custodian’s Internal Regulation (“Compliance Manual”). (d) The approved persons shall have the duty to: (i) inform the Client about the Securities and Custodian’s procedures of safe-custody and management, in the course of provision of the custody service; and (ii) provide the Client with any information that is necessary for the exercise of its rights over the Securities that the Custodian keeps in safe- custody, as well as the ambit of the services that the Custodian undertakes to provide the Client with. (e) Subject as provided in Clause 3(a) aboveFund, the Custodian shall hold, or an Agent shall receive and hold to the order of the Custodian all monies paid to the Client, subject to withdrawal upon Proper Instructions (as defined in Clause 7 below) on the request of the Client or of any person duly is authorized to give Proper Instructions on behalf of the Client; (f) Upon receipt Fund to notify each Subcustodian of Proper Instructions (its appointment as defined such. The Custodian may, at any time in Clause 7 below) and insofar its discretion, remove any bank or trust company that has been appointed as monies are available, a Subcustodian but will promptly notify the Custodian shall, if and where applicable, make or cause to be made payment out of the monies of the Client in the following circumstances without being all inclusive: (i) in connection with the acquisition of Securities or other permitted assets; (ii) in connection with forward transactions and/or financial futures or other investment and hedging practices; (iii) for the payment of dividends and other distributions to Shareholders; (iv) for payment of bills, statements, taxes, managements fees, custodian fees or other obligations of the Client; or in the event the Custodian undertakes to collect dividends, exercise rights deriving from options or voting rights, the renewal or exchange of security titles or other relevant services for the benefit of the Client it shall have the duty to determine with clarity the extent and the content of the provided services as well as its fee for such provision. (g) Upon receipt of Proper Instructions (as defined in Clause 7 below), the Custodian shall transfer, exchange or deliver Securities, or shall cause the transfer, exchange or delivery of Securities to be made for the account of the Client, in the following circumstances without being all inclusive: (i) in connection with the sale of such Securities, and if practicable and subject to customary market practices involving the transfer of securities, upon receipt of payment by the Custodian; (ii) upon conversion, redemption or exchange Fund of any such Securities action. Those Subcustodians, and the countries where and the securities depositories through which they or assets for any reason other than sale into or for other Securities or cash; (iii) for the purpose of exercising any right whatsoever with respect to such Securities; or (iv) to the succeeding custodian upon termination of this Agreement. Subject to the provisions above, instructions for the withdrawal of Securities free of payment shall be sent to the Custodian only in writingmay hold securities, fully explaining the reasons for such free delivery, manually signed by a person authorized to give Proper Instructions (as defined in Clause 7 below) or by electronic means with the appropriate test keys, as may be agreed from time to time; (h) Subject to the terms hereof, unless the Custodian receives contrary written instructions from the Client, the Custodian agrees and will cause its Agents to agree and is authorized: (i) to receive and to collect promptly all cash and other amounts of interest, dividends, proceeds from transfer and other payments in respect of Securities; (ii) to credit and, if appropriate, subject to any applicable currency controls, laws and regulations, repatriate cash receipts timely to the appropriate account property of the Client maintained at Fund which the Custodian (or Fund has approved to such other account at such location as the Client date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time designate as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in writing, such account however advance of a proposed investment which is to be opened held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and maintained under for the supervision Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and control submission of such subcustodian agreement to the Custodian)Fund for approval. If the Custodian causes Fund shall have invested in a cash account security to be credited with held in a country before the foregoing procedures have been completed, such payments in advance of receiptsecurity shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be entitled (without prejudice liable to the duties hereunder) Fund for the actions of such agent if and only to debit the cash account forthwith with any such amounts so credited upon oral or written notification if neither extent the Custodian nor shall have recovered from such agent for any Agent can collect damages caused the Fund by such amount in agent. At the ordinary course request of business; (iii) the Fund, Custodian agrees to exchange Certificated Securities where the exchange is purely administrative (including, without limitation, the exchange of temporary Certificated Securities for those in definitive form and the exchange of warrants or other documents of entitlement to Securities for the Securities themselves); (iv) to surrender Securities at maturity or when called for redemption upon receiving payment therefore; (v) whenever notification of a rights entitlement or a fractional interest resulting from a rights issued, stock dividend or stock split is received for the Client and such rights entitlement or fractional interest bears an expiration date, the Custodian will endeavor to obtain the Client's instructions (as the case may be) but should these not be received in time for the Custodian to take timely action, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Client's cash account with the proceeds; (vi) to execute in the Client's name, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Securities; (vii) to reconcile or cause its Agents to reconcile the assets remove any securities held by the Custodian on behalf of the Client Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on an annual a best efforts basis; . With respect to securities and funds held by a Subcustodian, either directly or indirectly (viii) including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to insure Certificated Securities in transit the contrary, payment for securities purchased and delivery of securities sold may be made prior to or from an Agent against theft, embezzlement, loss or mysterious disappearance in such amounts and with such responsible insurers as is customary; and (ix) to accept and rely upon all Proper Instructions (as defined in Clause 7 below) given on behalf receipt of the Client permitted by this paragraph includingsecurities or payment, without limitation instructions to sellrespectively, assignand securities or payment may be received in a form, transfer or deliverin accordance with governmental regulations, rules of securities depositories and clearing agencies, or to purchase for the account of the Client any Securities; (x) on the reasonable request of the Client, to make such applications for reclamations of withholding taxes generally accepted trade practice in the jurisdictions applicable local market. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, (including by a securities depository or a clearing agency) including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in which Sections 2L, 2M or 2N, the Client invests, as are available. (i) The Custodian shall forward be liable to the Client or any agent designated by the Client Fund if and only such communications relating to Securities held in the custody account as call for voting or the exercise of rights or other specific actions (including proxy forms and material relating to legal proceedings to be transmitted to security holders) to the extent that sufficient copies are received by such Subcustodian is liable to the Custodian in time for forwarding to and the Client and otherwise only on a reasonable efforts basisCustodian recovers under the applicable subcustodian agreement. The Custodian agrees shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the ClientCustodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's independent accountant request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or any representative desirable, appoint another subcustodian in accordance with the provisions of an appropriate regulatory body shall be entitled to examine, on this Section 3. At the premises election of the CustodianFund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and upon giving the Custodian reasonable advance noticeapplicable law, the Custodian's records and tax receipts relating to rights against any such Subcustodian for loss or damage caused the Securities held in Fund by such Subcustodian. At the custody account and to report findings to the Client, but only upon furnishing the Custodian with written instructions from the Client requesting such examination. The Custodian also agrees to procure that its Agents will agree to grant similar examination rights and that it will not appoint any Agent unless such undertaking is given by it. (j) In case that the Client’s accounts containing Financial Instruments are kept in a Central Register, Central Securities depository or other Depository, the Custodian shall have the duty to inform the Client at least about the following issues: (i) whether the Client’s accounts are kept on a specific basis, or in an omnibus account, (ii) about the nature request of the Client’s rights over the Securities, (iii) about the procedures of the keeping and updating these accounts and, especially those that ensure that: (a) every entry in the Client’s accounts containing Financial Instruments in the records of the Custodian corresponds to an order given by the Client; and (b) any movements in the Client’s accounts containing Securities that the Custodian is keeping, correspond to the accounts of the Custodian in a Central Depository (Central Register), when omnibus accounts are kept for the Custodian clients. (c) about any danger the Client may incur in case of default of the Custodian or the Central Depository. (k) The Custodian shall have the duty to inform the Client about: (i) who bears the risk in case of insolvency of any third party such as a bank, an IF (Registered Investment Firm) a Central Depository (Central Register) etc, which has in its possession the Securities belonging to the Client or the Securities in the name of Custodian which belong beneficially to the Client, or in general, the risk of the loss of the Securities of the Client that the third party has in its possession, and (ii) whether the Client is covered by the Investor Compensation Scheme or any Insurance Scheme regarding the Securities that are according to the aforementioned in the possession of a third party and to which extent such coverage exists. (l) In connection with making deposits of cash with such banking institutions as shall be agreed from time to time between the Client and the Custodian, whether or not instruments representing such deposits are to be issued and delivered to the Custodian shall maintain with respect to such assets appropriate records as to the amounts of each such time deposit with each such bank and the maturity date and interest rate relating to each such time deposit. (m) The Custodian will moreover, to the extent and as long as required by the Law: (i) ensure that the sale, issue, redemption and cancellation of Shares affected on behalf of the Client or by the Client are carried out in accordance with the Law and the Memorandum and Articles of Association of the Client; (ii) ensure that in transactions involving the Securities belonging to the Client the consideration is remitted within the usual time limits; (iii) ensure that the income of the Client is applied in accordance with the Memorandum and Articles of Association. (n) The Custodian shall have the duty to inform directly and by any appropriate means the Client about every movement in his accounts containing the Securities, which the Custodian has in its possession and to send to the Client on regular time intervals and at least once every three months a detailed report detailing the transactions made in the accounts. (o) The Custodian shall comply with any operating procedures agreed from time to time between the parties. (p) The Custodian shall comply with all applicable laws relating to the provision of its services hereunder and shall hold necessary consents and licenses in order to carry on its obligations and provide its services hereunder. To the extent within its reasonable competence and power the Custodian shall further procure that its Agents hereof and to the extent within the Custodian's reasonable competence and power to verify that its Agents hold all necessary consents and licenses in order to carry out their obligations and provide services in the context hereof. The Custodian will at all times ensure that in case any of its Agents loses any required licenses, it will promptly require such Agent to re-apply for those licenses and if those licenses are not re-instated within a reasonable period of timeFund, the Custodian will terminate any subcustodian appointed pursuant to the Agentprovisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's contractBoard of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

POWERS AND DUTIES OF THE CUSTODIAN. The rights, powers, duties and authorities of the Custodian under this Agreement, in its capacity as custodian, shall have and shall perform the following powers and duties hereunderinclude: (a) The Custodian shall receive and hold all the Securities delivered to it and shall ensure that such Securities (other than those in bearer form) be registered in the name receipt of the Custodian Vivendi Voting Rights, directly or of an Agent or in such other name as may be customary in through the country or counties Accredited Intermediary, for and on behalf of the relevant Securities (which may include Holders in accordance with the Client, in which case Clause 3(b) second paragraph above shall apply to the effect that only the Custodian may dispose of Client assets so registered). Bearer Securities shall be deposited in the vault provisions of the Custodian or Plan of an Agent or otherwise dealt with as is appropriate for the purpose of providing for the safekeeping thereofArrangement; (b) Provided that the Custodian exercises such duties of supervision and control distributing materials to Holders as are prescribed hereunder and by the Law and the code of conduct promulgated under the Law the Custodian may, for any transactions hereunder, entrust these without limitation, to subsidiaries, associated companies branches or offices of the Custodian or any agents, ("Agent" or provided in plural "Agents") provided that such agents, if any, shall be of sound reputation and good standing and the Custodian will exercise reasonable care in the selection thereofthis Agreement; (c) The Custodian shall have holding, directly or through the dutyAccredited Intermediary, in order to protect successfully the Client’s rights Vivendi Voting Rights for and to prevent the use on behalf of the Client’s Securities for its own account or for Holders in accordance with the account provisions of other clients, to educate and train persons duly approved by the Cyprus Securities and Exchange Commission, so that they can properly and effectively operate the administrative and accounting organization that the Custodian possesses, that provides for these issues and apply the control and security mechanisms, as especially mentioned in the Custodian’s Internal Regulation (“Compliance Manual”).this Agreement; (d) The approved persons shall have voting or causing to be voted the duty to:Voting Rights in accordance with the instructions of the Holder pursuant to the terms of this Agreement; (ie) inform taking action on its own initiative or at the Client about direction of a Holder or Holders to enforce the Securities obligations of Vivendi and Custodian’s procedures of safe-custody and management, in the course of provision of the custody serviceVivendi Exchangeco under this Agreement; and (iif) provide the Client with any information that is necessary for taking such other actions and doing such other things as are specifically provided in this Agreement. In the exercise of its rights over the Securities that the Custodian keeps in safe- custodysuch rights, as well as the ambit of the services that the Custodian undertakes to provide the Client with. (e) Subject as provided in Clause 3(a) abovepowers, duties and authorities the Custodian shall holdhave (and is granted) such incidental and additional rights, or an Agent shall receive powers, duties and hold to the order authority not in conflict with any of the Custodian all monies paid to provisions of this Agreement as the ClientCustodian, subject to withdrawal upon Proper Instructions (as defined acting in Clause 7 below) on the request of the Client or of any person duly authorized to give Proper Instructions on behalf of the Client; (f) Upon receipt of Proper Instructions (as defined in Clause 7 below) good faith and insofar as monies are available, the Custodian shall, if and where applicable, make or cause to be made payment out of the monies of the Client in the following circumstances without being all inclusive: (i) in connection with the acquisition reasonable exercise of Securities its discretion, may deem necessary, appropriate or other permitted assets; (ii) in connection with forward transactions and/or financial futures or other investment and hedging practices; (iii) for the payment of dividends and other distributions desirable to Shareholders; (iv) for payment of bills, statements, taxes, managements fees, custodian fees or other carry out its obligations of the Client; or in the event the Custodian undertakes to collect dividends, exercise rights deriving from options or voting rights, the renewal or exchange of security titles or other relevant services for the benefit of the Client it shall have the duty to determine with clarity the extent and the content of the provided services as well as its fee for such provision. (g) Upon receipt of Proper Instructions (as defined in Clause 7 below), the Custodian shall transfer, exchange or deliver Securities, or shall cause the transfer, exchange or delivery of Securities to be made for the account of the Client, in the following circumstances without being all inclusive: (i) in connection with the sale of such Securities, and if practicable and subject to customary market practices involving the transfer of securities, upon receipt of payment by the Custodian; (ii) upon conversion, redemption or exchange of any such Securities or assets for any reason other than sale into or for other Securities or cash; (iii) for the purpose of exercising any right whatsoever with respect to such Securities; or (iv) to the succeeding custodian upon termination of under this Agreement. Subject to the provisions aboveAny exercise of such discretionary rights, instructions for the withdrawal of Securities free of payment shall be sent to the Custodian only in writingpowers, fully explaining the reasons for such free delivery, manually signed duties and authorities by a person authorized to give Proper Instructions (as defined in Clause 7 below) or by electronic means with the appropriate test keys, as may be agreed from time to time; (h) Subject to the terms hereof, unless the Custodian receives contrary written instructions from the Client, the Custodian agrees and will cause its Agents to agree and is authorized: (i) to receive and to collect promptly all cash and other amounts of interest, dividends, proceeds from transfer and other payments in respect of Securities; (ii) to credit and, if appropriate, subject to any applicable currency controls, laws and regulations, repatriate cash receipts timely to the appropriate account of the Client maintained at the Custodian (or to such other account at such location as the Client shall from time to time designate in writing, such account however to be opened and maintained under the supervision and control of the Custodian). If the Custodian causes a cash account to be credited with such payments in advance of receipt, the Custodian shall be entitled (without prejudice final, conclusive and binding upon all persons. The Custodian in exercising its rights, powers, duties and authorities hereunder shall act honestly and in good faith and with a view to the duties hereunder) best interests of the Holders and shall exercise the care, diligence and skill that a reasonably prudent custodian would exercise in comparable circumstances. The Custodian shall not be bound to debit give notice or do or take any act, action or proceeding by virtue of the cash account forthwith with any such amounts powers conferred on it hereby unless and until it shall be specifically required to do so credited upon oral or written notification if neither under the terms hereof; nor shall the Custodian nor any Agent can collect such amount in the ordinary course of business; (iii) to exchange Certificated Securities where the exchange is purely administrative (including, without limitation, the exchange of temporary Certificated Securities for those in definitive form and the exchange of warrants or other documents of entitlement to Securities for the Securities themselves); (iv) to surrender Securities at maturity or when called for redemption upon receiving payment therefore; (v) whenever notification of a rights entitlement or a fractional interest resulting from a rights issued, stock dividend or stock split is received for the Client and such rights entitlement or fractional interest bears an expiration date, the Custodian will endeavor to obtain the Client's instructions (as the case may be) but should these not be received in time for the Custodian to take timely action, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Client's cash account with the proceeds; (vi) to execute in the Client's name, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Securities; (vii) to reconcile or cause its Agents to reconcile the assets held by the Custodian on behalf of the Client on an annual basis; (viii) to insure Certificated Securities in transit to or from an Agent against theft, embezzlement, loss or mysterious disappearance in such amounts and with such responsible insurers as is customary; and (ix) to accept and rely upon all Proper Instructions (as defined in Clause 7 below) given on behalf of the Client permitted by this paragraph including, without limitation instructions to sell, assign, transfer or delivertake any notice of, or to purchase for do, or to take any act, action or proceeding as a result of any default or breach of any provision hereunder, unless and until notified in writing of such default or breach, which notices shall distinctly specify the account of the Client any Securities; (x) on the reasonable request of the Client, default or breach desired to make such applications for reclamations of withholding taxes in the jurisdictions in which the Client invests, as are available. (i) The Custodian shall forward be brought to the Client or any agent designated by the Client only such communications relating to Securities held in the custody account as call for voting or the exercise of rights or other specific actions (including proxy forms and material relating to legal proceedings to be transmitted to security holders) to the extent that sufficient copies are received by the Custodian in time for forwarding to the Client and otherwise only on a reasonable efforts basis. The Custodian agrees that the Client's independent accountant or any representative of an appropriate regulatory body shall be entitled to examine, on the premises attention of the Custodian, and upon giving in the absence of such notice the Custodian reasonable advance notice, may for all purposes of this Agreement conclusively assume that no default or breach has been made in C-11 12 the Custodian's records and tax receipts relating to the Securities held in the custody account and to report findings to the Client, but only upon furnishing the Custodian with written instructions from the Client requesting such examination. The Custodian also agrees to procure that its Agents will agree to grant similar examination rights and that it will not appoint observance or performance of any Agent unless such undertaking is given by it. (j) In case that the Client’s accounts containing Financial Instruments are kept in a Central Register, Central Securities depository or other Depository, the Custodian shall have the duty to inform the Client at least about the following issues: (i) whether the Client’s accounts are kept on a specific basis, or in an omnibus account, (ii) about the nature of the Client’s rights over the Securities, (iii) about the procedures of the keeping and updating these accounts andrepresentations, especially those that ensure that: (a) every entry in the Client’s accounts containing Financial Instruments in the records of the Custodian corresponds to an order given by the Client; and (b) any movements in the Client’s accounts containing Securities that the Custodian is keepingwarranties, correspond to the accounts of the Custodian in a Central Depository (Central Register)covenants, when omnibus accounts are kept for the Custodian clientsagreements or conditions contained herein. (c) about any danger the Client may incur in case of default of the Custodian or the Central Depository. (k) The Custodian shall have the duty to inform the Client about: (i) who bears the risk in case of insolvency of any third party such as a bank, an IF (Registered Investment Firm) a Central Depository (Central Register) etc, which has in its possession the Securities belonging to the Client or the Securities in the name of Custodian which belong beneficially to the Client, or in general, the risk of the loss of the Securities of the Client that the third party has in its possession, and (ii) whether the Client is covered by the Investor Compensation Scheme or any Insurance Scheme regarding the Securities that are according to the aforementioned in the possession of a third party and to which extent such coverage exists. (l) In connection with making deposits of cash with such banking institutions as shall be agreed from time to time between the Client and the Custodian, whether or not instruments representing such deposits are to be issued and delivered to the Custodian shall maintain with respect to such assets appropriate records as to the amounts of each such time deposit with each such bank and the maturity date and interest rate relating to each such time deposit. (m) The Custodian will moreover, to the extent and as long as required by the Law: (i) ensure that the sale, issue, redemption and cancellation of Shares affected on behalf of the Client or by the Client are carried out in accordance with the Law and the Memorandum and Articles of Association of the Client; (ii) ensure that in transactions involving the Securities belonging to the Client the consideration is remitted within the usual time limits; (iii) ensure that the income of the Client is applied in accordance with the Memorandum and Articles of Association. (n) The Custodian shall have the duty to inform directly and by any appropriate means the Client about every movement in his accounts containing the Securities, which the Custodian has in its possession and to send to the Client on regular time intervals and at least once every three months a detailed report detailing the transactions made in the accounts. (o) The Custodian shall comply with any operating procedures agreed from time to time between the parties. (p) The Custodian shall comply with all applicable laws relating to the provision of its services hereunder and shall hold necessary consents and licenses in order to carry on its obligations and provide its services hereunder. To the extent within its reasonable competence and power the Custodian shall further procure that its Agents hereof and to the extent within the Custodian's reasonable competence and power to verify that its Agents hold all necessary consents and licenses in order to carry out their obligations and provide services in the context hereof. The Custodian will at all times ensure that in case any of its Agents loses any required licenses, it will promptly require such Agent to re-apply for those licenses and if those licenses are not re-instated within a reasonable period of time, the Custodian will terminate the Agent's contract.

POWERS AND DUTIES OF THE CUSTODIAN. The Custodian CUSTODIAN is hereby granted and shall have and shall perform exercise the following powers and duties hereunderwith respect to the Property: (a) The Custodian CUSTODIAN shall receive and hold all the Securities delivered to it and shall ensure that such Securities (other than those in bearer form) be registered in the name of the Custodian or of an Agent or in such other name as may be customary in the country or counties of the relevant Securities (which may include the Clienthold, in which case Clause 3(b) second paragraph above shall apply to the effect that only the Custodian may dispose of Client assets so registered). Bearer Securities shall be deposited in the vault of the Custodian or of an Agent deliver, buy, sell, disburse, or otherwise dealt dispose of, or take other action with respect to, the Property as is the PRINCIPAL, its agent, or any duly appointed investment manager, from time to time, may instruct. The CUSTODIAN shall, under no circumstances, be responsible for determining whether any instructions received from the PRINCIPAL'S agent or from an investment manager are within the agent's authority or are otherwise appropriate for the purpose of providing for the safekeeping thereof;PRINCIPAL'S account. (b) Provided that The CUSTODIAN shall hold the Custodian exercises such duties of supervision and control Property in its possession using the same care in its physical custody as are prescribed hereunder and is observed with respect to assets held by the Law and the code of conduct promulgated under the Law the Custodian may, for any transactions hereunder, entrust these without limitation, to subsidiaries, associated companies branches or offices of the Custodian or any agents, ("Agent" or CUSTODIAN in plural "Agents") provided that such agents, if any, shall be of sound reputation and good standing and the Custodian will exercise reasonable care in the selection thereof;fiduciary capacities. (c) The Custodian CUSTODIAN shall have temporarily invest all cash portions of the dutyProperty in money market mutual funds (which funds may be advised by the CUSTODIAN or its affiliate) and shall redeem or sell such investment to pay for any purchase, disbursements, or expenses authorized by the PRINCIPAL or investment manager. The CUSTODIAN or its affiliate, upon instructions of the PRINCIPAL or investment manager, may undertake to place and execute for the PRINCIPAL'S account orders for the purchase of securities, provided that such funds of the PRINCIPAL are either on deposit with the CUSTODIAN or made available in order to protect successfully the Client’s rights advance for such purpose, and to prevent place and execute orders for the use sale of securities held in the Client’s Securities for its own account provided that such securities are in deliverable form. The CUSTODIAN is authorized to charge the account with the cost of all securities purchased or for received against payment and to credit the account of other clientsthe PRINCIPAL with the proceeds received for securities sold or delivered against payment, balances to educate be held in the account. The CUSTODIAN is not granted and train persons duly approved does not claim under this Agreement any security interest in the Property. Mutual fund shares are not deposits or obligations of, or sponsored, endorsed, or guaranteed by, Michigan National Corporation or any of its subsidiaries, including Michigan National Bank. Shares are not insured by the Cyprus Securities and Exchange CommissionFederal Deposit Insurance Corporation (FDIC) or any other state or federal government agency. The purchase of mutual fund shares involves investment risk, so that they can properly and effectively operate the administrative and accounting organization that the Custodian possesses, that provides for these issues and apply the control and security mechanisms, as especially mentioned in the Custodian’s Internal Regulation (“Compliance Manual”)including possible loss of principal. (d) The approved persons shall have CUSTODIAN may utilize a general disbursement account for distribution from the duty to: (i) inform trust, without incurring any liability for payment of interest thereon, notwithstanding the Client about CUSTODIAN'S receipt of "float" involving the Securities and Custodian’s procedures of safe-custody and management, in the course of provision of the custody service; and (ii) provide the Client with any information that is necessary for the exercise of its rights over the Securities that the Custodian keeps in safe- custody, as well as the ambit of the services that the Custodian undertakes to provide the Client withdistribution account. (e) Subject as provided The acquisition or disposition of securities and other property shall be made by the CUSTODIAN only upon instructions from the PRINCIPAL or investment manager. The CUSTODIAN may accept directions, instructions, and other forms of communication from the PRINCIPAL or investment manager other than in Clause 3(a) above, writing unless previously instructed by the Custodian shall hold, PRINCIPAL or an Agent shall receive and hold investment manager in writing not to the order of the Custodian all monies paid to the Client, subject to withdrawal upon Proper Instructions (as defined in Clause 7 below) on the request of the Client or of any person duly authorized to give Proper Instructions on behalf of the Client;so proceed. (f) Upon receipt of Proper Instructions (as defined in Clause 7 below) The CUSTODIAN shall sign all proxies to vote securities held hereunder and insofar as monies are availabledeliver said proxies to the PRINCIPAL, the Custodian shall, if and where applicable, make or cause to be made payment out of the monies of the Client in the following circumstances without being all inclusive: (i) in connection with the acquisition of Securities or other permitted assets; (ii) in connection with forward transactions and/or financial futures or other a duly appointed investment and hedging practices; (iii) for the payment of dividends and other distributions to Shareholders; (iv) for payment of bills, statements, taxes, managements fees, custodian fees or other obligations of the Client; or in the event the Custodian undertakes to collect dividends, exercise rights deriving from options or voting rights, the renewal or exchange of security titles or other relevant services for the benefit of the Client it manager. The CUSTODIAN shall have the duty no authority or responsibility to determine with clarity the extent and the content of the provided services as well as its fee for vote such provisionproxies. (g) Upon receipt of Proper Instructions (as defined in Clause 7 below)The CUSTODIAN will try to collect all interest, dividends, rent, and other payments becoming due on the investments and all principal items, due on called or matured securities. If the CUSTODIAN receives any checks that are payable to the PRINCIPAL, the Custodian shall transfer, exchange or deliver Securities, or shall cause the transfer, exchange or delivery of Securities to be made for the account of the Client, CUSTODIAN may endorse them in the following circumstances without being all inclusive: (i) in connection with the sale of such Securities, and if practicable and subject to customary market practices involving the transfer of securities, upon receipt of payment by the Custodian; (ii) upon conversion, redemption or exchange of any such Securities or assets for any reason other than sale into or for other Securities or cash; (iii) for the purpose of exercising any right whatsoever with respect to such Securities; or (iv) to the succeeding custodian upon termination of this Agreement. Subject to the provisions above, instructions for the withdrawal of Securities free of payment shall be sent to the Custodian only in writing, fully explaining the reasons for such free delivery, manually signed by a person authorized to give Proper Instructions (as defined in Clause 7 below) or by electronic means with the appropriate test keys, as may be agreed from time to time;PRINCIPAL'S name. (h) Subject As to any Property held pursuant to this Agreement, the CUSTODIAN may hold and register the same in its own name, or in the name of a nominee, or by electronic book entry, provided that the records of the CUSTODIAN shall at all times account for the property belonging to the terms hereof, unless the Custodian receives contrary written instructions from the Client, the Custodian agrees and will cause its Agents to agree and is authorized: (i) to receive and to collect promptly all cash and other amounts of interest, dividends, proceeds from transfer and other payments in respect of Securities; (ii) to credit and, if appropriate, subject to any applicable currency controls, laws and regulations, repatriate cash receipts timely to the appropriate custodial account of the Client maintained at the Custodian (or to such other account at such location as the Client shall from time to time designate in writing, such account however to be opened and maintained under the supervision and control of the Custodian). If the Custodian causes a cash account to be credited with such payments in advance of receipt, the Custodian shall be entitled (without prejudice to the duties hereunder) to debit the cash account forthwith with any such amounts so credited upon oral or written notification if neither the Custodian nor any Agent can collect such amount in the ordinary course of business; (iii) to exchange Certificated Securities where the exchange is purely administrative (including, without limitation, the exchange of temporary Certificated Securities for those in definitive form and the exchange of warrants or other documents of entitlement to Securities for the Securities themselves); (iv) to surrender Securities at maturity or when called for redemption upon receiving payment therefore; (v) whenever notification of a rights entitlement or a fractional interest resulting from a rights issued, stock dividend or stock split is received for the Client and such rights entitlement or fractional interest bears an expiration date, the Custodian will endeavor to obtain the Client's instructions (as the case may be) but should these not be received in time for the Custodian to take timely action, the Custodian is authorized to sell such rights entitlement or fractional interest and to credit the Client's cash account with the proceeds; (vi) to execute in the Client's name, whenever the Custodian deems it appropriate, such ownership and other certificates as may be required to obtain the payment of income from the Securities; (vii) to reconcile or cause its Agents to reconcile the assets held by the Custodian on behalf of the Client on an annual basis; (viii) to insure Certificated Securities in transit to or from an Agent against theft, embezzlement, loss or mysterious disappearance in such amounts and with such responsible insurers as is customary; and (ix) to accept and rely upon all Proper Instructions (as defined in Clause 7 below) given on behalf of the Client permitted by this paragraph including, without limitation instructions to sell, assign, transfer or deliver, or to purchase for the account of the Client any Securities; (x) on the reasonable request of the Client, to make such applications for reclamations of withholding taxes in the jurisdictions in which the Client invests, as are availablePRINCIPAL. (i) The Custodian shall forward to the Client or any agent designated by the Client only CUSTODIAN may take such communications relating to Securities held in the custody account as call for voting or the exercise of rights action through exercise, sale or other specific actions (including proxy forms and material relating to legal proceedings to be transmitted to security holders) to the extent that sufficient copies disposition of such stock or bond subscription rights, allotments, fractional shares, or other similar assets requiring prompt attention as are received by the Custodian CUSTODIAN in time for forwarding to connection with the Client Property held hereunder; and otherwise only on a reasonable efforts basis. The Custodian agrees that may execute stock, bond, or other powers of assignment in the Client's independent accountant or any representative of an appropriate regulatory body shall be entitled to examine, on the premises name of the CustodianPRINCIPAL as the CUSTODIAN in its discretion and without obtaining the prior authorization or specific approval of the PRINCIPAL, and upon giving may deem for the Custodian reasonable advance notice, best interests of the Custodian's records and tax receipts relating to the Securities PRINCIPAL in connection with any Property held in the custody account and to report findings to the Client, but only upon furnishing the Custodian with written instructions from the Client requesting such examination. The Custodian also agrees to procure that its Agents will agree to grant similar examination rights and that it will not appoint any Agent unless such undertaking is given by ithereunder. (j) In case that The CUSTODIAN shall be entitled to surrender promptly for redemption any securities held in the Client’s accounts containing Financial Instruments are kept account with respect to which notice of redemption is published or received; to prepare, sign, and file either in a Central Register, Central Securities depository its name or in the name of the PRINCIPAL any proper certificate or other Depository, the Custodian shall have the duty to inform the Client at least about the following issues: (i) whether the Client’s accounts are kept on a specific basis, or in an omnibus account, (ii) about the nature of the Client’s rights over the Securities, (iii) about the procedures of the keeping and updating these accounts and, especially those that ensure that: (a) every entry in the Client’s accounts containing Financial Instruments in the records of the Custodian corresponds to an order given by the Client; and (b) any movements in the Client’s accounts containing Securities that the Custodian is keeping, correspond statement with respect to the accounts ownership of the Custodian any said assets which may be required by law upon receiving payment of any income or principal; to exchange temporary for definitive securities; to exchange securities in a Central Depository (Central Register), when omnibus accounts are kept for the Custodian clients. (c) about any danger the Client may incur in case of default of the Custodian or the Central Depositoryrecapitalizations and reorganizations; and to deliver securities upon sale thereof. (k) The Custodian responsibility of the CUSTODIAN is limited to its obligations as set forth herein, and the CUSTODIAN shall have no further obligation under this Agreement except to exercise good faith and ordinary care. The CUSTODIAN shall make payments and distributions solely upon the duty to inform the Client about: (i) who bears the risk in case of insolvency of any third party such as a bank, an IF (Registered Investment Firm) a Central Depository (Central Register) etc, which has in its possession the Securities belonging to the Client or the Securities in the name of Custodian which belong beneficially to the Client, or in general, the risk written instructions of the loss of the Securities of the Client that the third party has in PRINCIPAL or its possession, and (ii) whether the Client is covered by the Investor Compensation Scheme or any Insurance Scheme regarding the Securities that are according to the aforementioned in the possession of a third party and to which extent such coverage existsagents. (l) In connection with making deposits of cash with such banking institutions as shall be agreed from time to time between the Client and the Custodian, whether or not instruments representing such deposits are to be issued and delivered to the Custodian shall maintain with respect to such assets appropriate records as to the amounts of each such time deposit with each such bank and the maturity date and interest rate relating to each such time deposit. (m) The Custodian will moreover, to the extent and as long as required by the Law: (i) ensure that the sale, issue, redemption and cancellation of Shares affected on behalf of the Client or by the Client are carried out in accordance with the Law and the Memorandum and Articles of Association of the Client; (ii) ensure that in transactions involving the Securities belonging to the Client the consideration is remitted within the usual time limits; (iii) ensure that the income of the Client is applied in accordance with the Memorandum and Articles of Association. (n) The Custodian shall have the duty to inform directly and by any appropriate means the Client about every movement in his accounts containing the Securities, which the Custodian has in its possession and to send to the Client on regular time intervals and at least once every three months a detailed report detailing the transactions made in the accounts. (o) The Custodian shall comply with any operating procedures agreed from time to time between the parties. (p) The Custodian shall comply with all applicable laws relating to the provision of its services hereunder and shall hold necessary consents and licenses in order to carry on its obligations and provide its services hereunder. To the extent within its reasonable competence and power the Custodian shall further procure that its Agents hereof and to the extent within the Custodian's reasonable competence and power to verify that its Agents hold all necessary consents and licenses in order to carry out their obligations and provide services in the context hereof. The Custodian will at all times ensure that in case any of its Agents loses any required licenses, it will promptly require such Agent to re-apply for those licenses and if those licenses are not re-instated within a reasonable period of time, the Custodian will terminate the Agent's contract.