FORM OF GLOBAL CUSTODY AGREEMENT]

Exhibit 99.g.2

[FORM OF GLOBAL CUSTODY AGREEMENT]

TABLE OF CONTENTS

1.	INTENTION OF THE PARTIES; DEFINITIONS		1
	1.1	Intention of the Parties	1
	1.2	Definitions	1
2.	WHAT X.X. XXXXXX IS REQUIRED TO DO		3
	2.1	Set Up Accounts	3
	2.2	Cash Account	3
	2.3	Segregation of Assets; Nominee Name	3
	2.4	Settlement of Transactions	4
	2.5	Contractual Settlement Date Accounting	4
	2.6	Actual Settlement Date Accounting	4
	2.7	Income Collection	4
	2.8	Miscellaneous Administrative Duties; Fractional Interests	5
	2.9	Corporate Actions	5
	2.10	Class Action Litigation	5
	2.11	Proxies	5
	2.12	Statements of Account	6
	2.13	Access to X.X. Xxxxxx’x Records	6
	2.14	Maintenance of Financial Assets at Subcustodian Locations	6
	2.15	Foreign Exchange Transactions	6
	2.16	Notifications	6
	2.17	Securities Lending Transactions	7
	2.18	Supervision	7
	2.19	Compliance	7
3.	INSTRUCTIONS		7
	3.1	Acting on Instructions; Method of Instruction and Unclear Instructions	7
	3.2	Verification and Security Procedures	7
	3.3	Instructions; Contrary to Law/Market Practice	8
	3.4	Cut-Off Times	8
	3.5	Electronic Access	8
4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO X.X. XXXXXX		8
	4.1	Fees and Expenses	8
	4.2	Overdrafts	8
	4.3	X.X. Xxxxxx’x Right Over Securities; Set-off	8
5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS		9
	5.1	Appointment of Subcustodians; Use of Securities Depositories	9
	5.2	Liability for Subcustodians	9
6.	ADDITIONAL PROVISIONS RELATING TO CUSTOMER		10
	6.1	Representations of Customer and X.X. Xxxxxx	10
	6.2	Customer is Liable to X.X. Xxxxxx Even if it is Acting for Another Person	10
	6.3	X.X. Xxxxxx Not Required to Make Payments on Behalf of Customer	10

7.	WHEN X.X. XXXXXX IS LIABLE TO CUSTOMER		10
	7.1	Standard of Care; Liability	10
	7.2	Force Majeure	11
	7.3	X.X. Xxxxxx May Consult With Counsel	11
	7.4	X.X. Xxxxxx Provides Diverse Financial Services and May Generate Profits as a Result	11
	7.5	Assets Held Outside X.X. Xxxxxx’x Control	11
	7.6	Ancillary services	12
8.	TAXATION		12
	8.1	Tax Obligations	12
9.	TERMINATION		12
	9.1	Termination	12
	9.2	Exit Procedure	13
10.	MISCELLANEOUS		13
	10.1	Notifications	13
	10.2	Successors and Assigns	13
	10.3	Interpretation	13
	10.4	Entire Agreement	13
	10.5	Information Concerning Deposits at X.X. Xxxxxx’x London Branch	13
	10.6	Insurance	13
	10.7	Security Holding Disclosure	13
	10.8	USA PATRIOT Act Disclosure	14
	10.9	GOVERNING LAW AND JURISDICTION	14
	10.10	Severability; Waiver; and Survival	14
	10.11	Confidentiality	14
	10.12	Pricing	15
	10.13	Counterparts	15
	10.14	No Third Party Beneficiaries	15
	10.15	Several Obligations	15
SCHEDULE A			17
SCHEDULE 1		List of Subcustodians and Markets Used by X.X. Xxxxxx	18
SCHEDULE 2		Persons Authorized To Give Instructions	30
SCHEDULE 3		Authorized Fund Managers/Advisers	31
SCHEDULE 4		Form of Board Resolution	32
ANNEX A		Electronic Access	35

GLOBAL CUSTODY AGREEMENT

This agreement, dated                     , 20[ ], is among JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“X.X. Xxxxxx”), with a place of business at 00000 Xxxxxx Xxxxxxx, 0xx Xxxxx, Mail code: XX0-X000,Xxxxxx, XX 00000, Attention: CTC Operations; and [                     ] and each of the Funds listed on Schedule A, (collectively, the “Customer”).

1. INTENTION OF THE PARTIES; DEFINITIONS

1.1 Intention of the Parties

(a) This Agreement sets out the terms on which X.X. Xxxxxx will be providing custodial, settlement and other associated services to Customer. X.X. Xxxxxx will be responsible for the performance of only those duties set forth in this Agreement.

(b) Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Customer acknowledges that X.X. Xxxxxx is not providing any legal, tax or investment advice in providing the services under this Agreement and will not be liable for any losses resulting from Country Risk.

1.2 Definitions

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

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

“Account Assets” means each Account and all cash, Financial Assets, and any other property of every kind that are credited to the Account or otherwise held for Customer pursuant to this Agreement.

“Affiliate” means, as context requires, an entity controlling, is controlled by, or is under common control with, X.X. Xxxxxx or Customer.

“Affiliated Subcustodian” means a Subcustodian that is an Affiliate of X.X. Xxxxxx.

“Applicable Law” means any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.

“Authorized Person” means any person who has been designated by written notice from the Customer substantially in the form of Schedules 2 or 3 (or another format mutually agreed to by Customer and X.X. Xxxxxx) as the case may be (or by written notice substantially in the form of Appendix A from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf of the Customer under this Agreement. Such persons will continue to be Authorized Persons until such time as X.X. Xxxxxx receives and has had reasonable time to act upon updated Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person. Any reference in this Agreement to an Instruction being delivered by the Customer must be delivered by an Authorized Person.

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

“Code” has the meaning set forth in Section 6.1(a)(vi) of this Agreement.

“Confidential Information” means and includes all non public information concerning the Customer or the Accounts (including portfolio holdings information) which X.X. Xxxxxx receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than X.X. Xxxxxx’x breach of the terms of this Agreement or information which X.X. Xxxxxx obtains on a non confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information.

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the beneficial owner of the Security, but does not include rights with respect to class action litigation or proxy voting.

“Counterparty” has the meaning set forth in Section 2.1(c) of this Agreement.

“Country Risk” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody, tax and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

“Entitlement Holder” means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

“ERISA” has the meaning set forth in Section 6.1(a)(vi) of this Agreement.

“Financial Asset” means a Security and refers, as the

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context requires, either to the asset itself or to the means by which a person’s claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. “Financial Asset” does not include cash.

“Instructions” means an instruction that has been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which X.X. Xxxxxx believes in good faith to have been given by an Authorized Person in the manner specified next to their name in the relevant Schedule.

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

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

“JPM Secured Party” has the meaning set forth in Section 4.3(c) of this Agreement.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes properly based solely on X.X. Xxxxxx’x income) or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

“Proxy Voting Service” has the meaning set forth in Section 2.11(a) of this Agreement.

“Securities” means shares, stocks, debentures, bonds, notes, or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets or other obligations of an issuer or counterparty, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to X.X. Xxxxxx for the Securities Account. “Securities” does not include cash.

“Securities Account” means each Securities custody account on X.X. Xxxxxx’x records to which Financial Assets are or may be credited under this Agreement.

“Securities Depository” means (i) when referring to a securities depository located outside the United States, an “Eligible Securities Depository” as defined in the Mutual Fund Rider to this Agreement; and (ii) when referring to a securities depository located in the United States, a securities depository as defined in Rule 17f-4(c)(6) under the Investment Company Act of 1940.

“Securities Entitlement” means the rights and property interests of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.

“Securities Intermediary” means X.X. Xxxxxx, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains securities accounts for others and acts in that capacity.

“Securities Loan Agreement” means that certain Master Securities Loan Agreement dated on or around the date hereof, between Customer and X.X. Xxxxxx Clearing Corp, as amended, restated, supplemented or otherwise modified from time to time.

“Security Procedure” means security procedures to be followed by Customer upon the issuance of an Instruction and/or by X.X. Xxxxxx upon the receipt of an Instruction, so as to enable X.X. Xxxxxx to verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time with respect to the services set forth in this Agreement or as instituted by X.X. Xxxxxx. A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption and telephone call backs. Customer acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utility’s customary procedures, shall be deemed to be an authorized Instruction.

“Subcustodian” means any of the subcustodians appointed by X.X. Xxxxxx from time to time to hold Securities and act on its behalf in different jurisdictions (and being at the date of this Agreement the entities listed in Schedule 1 as well as X.X. Xxxxxx Clearing Corp.) and includes any Affiliated Subcustodian.

(b) All terms in the singular will have the same meaning in the plural unless the context otherwise provides and vice versa.

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

(d) References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear.

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(e) Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term “including” shall be deemed to mean “including but not limited to,” and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference.

2. WHAT X.X. XXXXXX IS REQUIRED TO DO

2.1 Set Up Accounts

(a) X.X. Xxxxxx will establish and maintain the following accounts (“Accounts”):

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

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

Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or Securities Depository will be held in that manner and will not be part of the Cash Account.

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

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

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

(i) a certified copy of Customer’s constitutional documents as currently in force;

(ii) evidence reasonably satisfactory to X.X. Xxxxxx of the due authorization and execution of this Agreement by Customer (for example by a certified copy of a resolution of Customer’s board of directors or equivalent governing body, substantially in the form set out in Schedule 4);

(iii) X.X. Xxxxxx’x standard form fund manager mandate (in the form set out in Appendix A), completed by any persons designated in Schedule 3; and

(iv) in the case of any Account opened in a name not that of Customer, documentation with respect to that name similar to that set forth in sub-sections (i) — (iii).

2.2 Cash Account

(a) Any amount standing to the credit of the Cash Account is a debt due from X.X. Xxxxxx, as banker, to Customer. Except as otherwise provided in Instructions acceptable to X.X. Xxxxxx, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at X.X. Xxxxxx or at X.X. Xxxxxx’x London Branch. Any cash so deposited with X.X. Xxxxxx’x London Branch will be payable exclusively by X.X. Xxxxxx’x London Branch in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

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

2.3 Segregation of Assets; Nominee Name

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

(b) To the extent permitted by Applicable Law or market practice, X.X. Xxxxxx will require each Subcustodian to identify in its own books that Financial Assets held at such Subcustodian by X.X. Xxxxxx on behalf of its customers belong to customers of X.X. Xxxxxx, such that it is readily apparent that the Financial Assets do not belong to X.X. Xxxxxx or the Subcustodian.

(c) X.X. Xxxxxx is authorized, in its discretion,

(i) to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to X.X. Xxxxxx or its Subcustodian in bearer form;

(ii) to hold Securities in or deposit Securities with

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any Securities Depository;

(iii) to hold Securities in omnibus accounts on a fungible basis and to accept delivery of Securities of the same class and denomination as those deposited with X.X. Xxxxxx or its Subcustodian;

(iv) to register in the name of Customer, X.X. Xxxxxx, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form.

2.4 Settlement of Transactions

Subject to Article 3 and Section 4.2 of this Agreement, X.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement will be conducted in accordance with prevailing standards of the market in which the transaction occurs, provided that such standards exist and are generally accepted by Institutional Clients. For the avoidance of doubt, such prevailing standards shall be deemed to include any practices regarding delivery against payment or delivery in advance of payment that may be prevailing in the applicable market for the type of transaction being settled. Without limiting the generality of the foregoing, Customer authorizes X.X. Xxxxxx to deliver Securities or payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of X.X. Xxxxxx, and the risk of loss arising from any such action will be borne by Customer. In the case of the failure of Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, X.X. Xxxxxx will contact the counterparty to seek settlement and will notify the Customer of such failure. If Customer’s counterparty continues to fail to deliver the expected consideration, X.X. Xxxxxx will provide information reasonably requested by Customer to enforce rights that Customer has against Customer’s counterparty, but neither X.X. Xxxxxx nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action. X.X. Xxxxxx shall forward to Customer’s investment manager all documentation related to such settlement promptly upon the request of the Customer. For the purpose of this Section 2.4, “Institutional Clients” means U.S. registered investment companies substantially comparable to the Customer.

2.5 Contractual Settlement Date Accounting

(a) X.X. Xxxxxx will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement of transactions in those markets where X.X. Xxxxxx generally offers contractual settlement date accounting.

(i) Sales: On the settlement date for a sale, X.X. Xxxxxx will credit the Cash Account with the proceeds of the sale and, if not already delivered, transfer the relevant Financial Assets to an account at X.X. Xxxxxx pending settlement of the transaction.

(ii) Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), X.X. Xxxxxx will debit the Cash Account for the settlement amount and credit a separate account at X.X. Xxxxxx. X.X. Xxxxxx, in its sole discretion, may post the Securities Account as awaiting receipt of the expected Financial Assets. Customer will not be entitled to the delivery of Financial Assets that are awaiting receipt until X.X. Xxxxxx or a Subcustodian actually receives them.

Upon request, X.X. Xxxxxx shall provide Customer with the list of those markets for which X.X. Xxxxxx provides contractual settlement date accounting. X.X. Xxxxxx may add markets to or remove markets from this list without notice to Customer. X.X. Xxxxxx reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons.

(b) X.X. Xxxxxx may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon notice to Customer in cases where X.X. Xxxxxx reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. Customer will be responsible for any Liabilities resulting from such reversal, unless such Liabilities were caused by the negligence, fraud or willful misconduct of X.X. Xxxxxx. Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and X.X. Xxxxxx does not undertake to make loans of cash and/or Financial Assets available to Customer.

2.6 Actual Settlement Date Accounting

With respect to settlement of a transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, X.X. Xxxxxx will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and cleared by X.X. Xxxxxx.

2.7 Income Collection

(a) Income on Financial Assets (net of any taxes withheld by X.X. Xxxxxx or any third party) will be credited only after actual receipt and reconciliation by X.X. Xxxxxx.

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(b) X.X. Xxxxxx will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither X.X. Xxxxxx nor its Subcustodians will be obligated to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action and will promptly notify the Customer of the late payment and will provide Customer’s investment manager all documentation related to any such late payment.

2.8 Miscellaneous Administrative Duties; Fractional Interests

(a) Until X.X. Xxxxxx receives Instructions to the contrary, X.X. Xxxxxx will:

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

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

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

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

(c) If some, but not all, of an outstanding class of Financial Assets is called for redemption, X.X. Xxxxxx may allot the amount redeemed among the respective beneficial holders of such class of Financial Assets on a pro rata basis or in a similar manner X.X. Xxxxxx deems fair and equitable.

2.9 Corporate Actions

(a) X.X. Xxxxxx will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. X.X. Xxxxxx also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. X.X. Xxxxxx will promptly provide that information (or summaries that accurately reflect the material points concerning the applicable Corporate Action) to Customer or its Authorized Person. Such notice will clearly identify the timeframe in which Customer shall provide Instructions in relation to such Corporate Action.

(b) X.X. Xxxxxx will act in accordance with Instructions in relation to such Corporate Actions. If the Customer fails to provide X.X. Xxxxxx with Instructions with respect to any Corporate Action within the timeframe set forth in the notification X.X. Xxxxxx provides under 2.9(a) with respect to that Corporate Action, neither X.X. Xxxxxx nor its Subcustodians or their respective nominees will be required to take any action in relation to that Corporate Action. Notwithstanding and in no way limiting the above, if Customer fails to provide X.X. Xxxxxx with Instructions with respect to any Corporate Action within the timeframe set forth in the notification X.X. Xxxxxx provides under 2.9(a), upon written request by Customer, X.X. Xxxxxx shall use commercially reasonable efforts to act on Instructions received after the deadline set by X.X. Xxxxxx as set forth in such notification but before the deadline set by the Securities Depository to the extent circumstances permit.

2.10 Class Action Litigation

Any notices received by X.X. Xxxxxx’x corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to Customer if X.X. Xxxxxx, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with X.X. Xxxxxx at the relevant time. X.X. Xxxxxx will not make filings in the name of Customer in respect to such notifications.

2.11 Proxies

(a) X.X. Xxxxxx will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information, and, upon written request by Customer, electronically notify or electronically deliver to Customer all proxies, proxy soliciting materials and notices relating thereto and, subject to Section 2.11(c), act in accordance with the Customer’s Instructions in relation to such meetings (“the Proxy Voting Service”).

(b) The Proxy Voting Service is available only in certain markets, details of which are available from X.X. Xxxxxx on request. Provision of the Proxy Voting Service is conditional upon receipt by X.X. Xxxxxx of a duly completed enrollment form as well as additional documentation that may be required for certain markets.

(c) The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be

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made but they will be evaluated and agreed to by X.X. Xxxxxx on a case by case basis.

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

(i) the Financial Assets being on loan or out for registration;

(ii) the pendency of conversion or another corporate action;

(iii) the Financial Assets being held in a margin or collateral account at X.X. Xxxxxx or another bank or broker, or otherwise in a manner which affects voting;

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

(v) X.X. Xxxxxx being required to vote all shares held for a particular issue for all of X.X. Xxxxxx’x customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, X.X. Xxxxxx will inform Customer.

2.12 Statements of Account

(a) X.X. Xxxxxx will provide Customer with a statement of account for each Account, identifying cash and Financial Assets held in the Account and any transfers to and from the Account. Statements of account may be delivered electronically or on-line over the Internet and are deemed delivered when sent electronically or posted on the Internet. Customer will review its statement of account and give X.X. Xxxxxx written notice of (i) any suspected error or omission or (ii) non-receipt of a statement of account within a reasonable time after the statement of accounts is sent or made available to Customer or would have been sent, as the case may be.

(b) Customer acknowledges that information available to it on-line with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. X.X. Xxxxxx will not be liable for any loss or damage arising out of any such information accessed on-line that is updated or corrected no later than the close of business on the business day after the transaction was posted.

2.13 Access to X.X. Xxxxxx’x Records

(a) X.X. Xxxxxx will allow Customer’s auditors and independent public accountants, or other designated representatives of Customer such reasonable access to the records of X.X. Xxxxxx relating to the Accounts as is required in connection with the examination of books and records pertaining to Customer’s affairs. Subject to restrictions under the relevant local law, X.X. Xxxxxx also will permit (or cause Subcustodian to permit) Customer’s auditors and independent public accountants, or other designated representatives of Customer, reasonable access to the records of any Subcustodian of Financial Assets held in a Securities Account as may be required in connection with such examination.

(b) X.X. Xxxxxx will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of X.X. Xxxxxx relating to the Accounts. X.X. Xxxxxx may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. Customer shall reimburse X.X. Xxxxxx for the reasonable cost of copying, collating and researching archived information at X.X. Xxxxxx’x regular hourly rate.

2.14 Maintenance of Financial Assets at Subcustodian Locations

Unless Instructions require another location acceptable to X.X. Xxxxxx, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. X.X. Xxxxxx reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time. X.X. Xxxxxx may modify Schedule 1 to this Agreement upon notice to Customer.

2.15 Foreign Exchange Transactions

To facilitate the administration of Customer’s trading and investment activity, X.X. Xxxxxx may, but will not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing Instructions, may be issued with respect to such contracts, but X.X. Xxxxxx may establish rules or limitations concerning any foreign exchange facility made available. In all cases where X.X. Xxxxxx, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.

2.16 Notifications

If Customer has agreed to access information concerning the Accounts through X.X. Xxxxxx’x website, X.X. Xxxxxx may make any notifications required under this Agreement (other than

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notifications described in Sections 7.1 or 10.11 hereof) by posting it on the website.

2.17 Securities Lending Transactions

(a) If and to the extent that the necessary funds and securities have been entrusted to it under this Agreement, and subject to X.X. Xxxxxx’x rights pursuant to Section 4.3 below, X.X. Xxxxxx, as agent of Customer, shall from time to time make from the Accounts the transfers of funds and deliveries of securities that Customer has agreed to make pursuant to the Securities Loan Agreement and shall receive for the Accounts the transfers of funds and deliveries of Securities that the borrower under the Securities Loan Agreement is required to make pursuant thereto. X.X. Xxxxxx shall make and receive such transfers and deliveries pursuant to, and subject to the terms and conditions of, the Securities Loan Agreement.

(b) Customer shall not issue any orders or Instructions to transfer Account Assets out of any Accounts (and X.X. Xxxxxx shall have no obligations to follow any such orders or Instructions) unless such transfer accords with Customer’s obligations under Section 4.2 of the Securities Loan Agreement.

(c) X.X. Xxxxxx shall daily xxxx to market, in the manner provided for in the Securities Loan Agreement, all loans of securities that may from time to time be outstanding thereunder. In performing such marks to market, X.X. Xxxxxx shall use securities prices determined in such manner as X.X. Xxxxxx may from time to time approve. X.X. Xxxxxx shall, without further instruction from Customer, exercise the right of Customer under the Securities Loan Agreement to call upon X.X. Xxxxxx Clearing Corp. to deliver to Customer such additional funds and/or Securities as may be required pursuant to the Securities Loan Agreement to be delivered by X.X. Xxxxxx Clearing Corp as a result of such xxxx-to-market.

(d) X.X. Xxxxxx shall promptly notify Customer of any failure or inability to deliver or receive Securities or funds under the Securities Loan Agreement of which it has actual knowledge.

(e) X.X. Xxxxxx hereby acknowledges its receipt from Customer of a copy of the Securities Loan Agreement in effect on the date hereof. Customer shall provide X.X. Xxxxxx, prior to the effectiveness thereof, with a copy of any amendment to the Securities Loan Agreement.

(f) X.X. Xxxxxx may rely upon a recognized pricing service or a recognized credit rating service in determining the value or credit rating of any Securities, as applicable, and shall in no circumstances be liable for any errors made by such service or its equivalent.

2.18 Supervision

X.X. Xxxxxx shall supervise the performance of its employees of custodial services provided in connection with this Agreement.

2.19 Compliance

X.X. Xxxxxx agrees to comply with all Applicable Law to the extent that such law is applicable to the performance of its duties as custodian under this Agreement. Customer may request, subject to X.X. Xxxxxx’x consent, such certifications, reports and other information typically provided by a custodian as Customer may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, Applicable Law.

3. INSTRUCTIONS

3.1 Acting on Instructions; Method of Instruction and Unclear Instructions

(a) Customer authorizes X.X. Xxxxxx to accept, rely upon and/or act upon any Instructions received by it from an Authorized Person without inquiry. Customer will indemnify X.X. Xxxxxx Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against X.X. Xxxxxx Indemnitees as a result of any action or omission taken in accordance with any Instruction, provided that X.X. Xxxxxx shall not be indemnified against or held harmless from any liability arising out of X.X. Xxxxxx’x gross negligence, fraud or willful misconduct in carrying out such Instruction.

(b) Customer will where reasonably practicable use automated and electronic methods of sending Instructions.

(c) X.X. Xxxxxx shall promptly notify an Authorized Person if X.X. Xxxxxx determines that an Instruction does not contain all information reasonably necessary for X.X. Xxxxxx to carry out the Instruction. X.X. Xxxxxx may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. X.X. Xxxxxx will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it, provided such clarification or confirmation is sought in good faith and promptly upon receipt of the relevant Instruction.

3.2 Verification and Security Procedures

(a) X.X. Xxxxxx and Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

(b) Either party may record any of their telephone communications.

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3.3 Instructions; Contrary to Law/Market Practice

X.X. Xxxxxx need not act upon Instructions which it reasonably believes to be contrary to Applicable Law or market practice, but X.X. Xxxxxx shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event X.X. Xxxxxx does not act upon such Instructions, X.X. Xxxxxx will notify, subject to Applicable Law, Customer where reasonably practicable.

3.4 Cut-Off Times

X.X. Xxxxxx has established cut-off times for receipt of Instructions, which will be made available to Customer. If X.X. Xxxxxx receives an Instruction after its established cut-off time, X.X. Xxxxxx will attempt to act upon the Instruction on the day requested if X.X. Xxxxxx deems it practicable to do so or otherwise as soon as practicable on the next business day.

3.5 Electronic Access

Access by Customer to certain applications or products of X.X. Xxxxxx via X.X. Xxxxxx’x web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Schedule 5.

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO X.X. XXXXXX

4.1 Fees and Expenses

Customer will pay X.X. Xxxxxx for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with X.X. Xxxxxx’x reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing transactions that are charged directly or indirectly by governmental authorities, issuers, or their agents. Any annual fee payable by Customer, and any transaction charges incurred by it, shall be paid monthly by automatic deduction from funds available therefor in the Account or, if there are no such funds, upon presentation of an invoice therefor. The annual fee shall be calculated on the basis of the total market value of the assets in the Account on the last business day of the month for which such fee is charged. Out-of-pocket expenses incurred by X.X. Xxxxxx in the performance of its services hereunder, any and all taxes (including any interest and penalties with respect thereto) which may be levied or assessed under present or future laws upon or in respect of the Account or income thereof, and all other proper charges and disbursements of the Account, shall be charged to the Account by X.X. Xxxxxx and paid in the same manner as the annual fee referred to in this Section 4.1 Without prejudice to X.X. Xxxxxx’x other rights, X.X. Xxxxxx reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as X.X. Xxxxxx customarily charges for similar overdue amounts, unless X.X. Xxxxxx and Customer have mutually agreed, in writing, upon another rate.

4.2 Overdrafts

If a debit to any currency in the Cash Account results in a debit balance in such currency, then X.X. Xxxxxx may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction which, if effected, would cause such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If X.X. Xxxxxx elects to make such an advance, the advance will be deemed a loan to Customer, payable on demand, bearing interest at the applicable rate charged by X.X. Xxxxxx and communicated to Customer in writing from time to time for such overdrafts, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which X.X. Xxxxxx makes similar overdrafts available from time to time. No prior action or course of dealing on X.X. Xxxxxx’x part with respect to the settlement of transactions on Customer’s behalf will be asserted by Customer against X.X. Xxxxxx for X.X. Xxxxxx’x refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account. The Customer will be notified via electronic notice or other method agreed to by the parties of any overdraft balance in the Cash Account on the following business day.

4.3 X.X. Xxxxxx’x Right Over Securities; Set-off

(a) Without prejudice to X.X. Xxxxxx’x rights under Applicable Law, Customer grants to X.X. Xxxxxx a first priority, perfected security interest in and a lien on the Account and all Account Assets as security for any and all Liabilities outstanding from time to time (whether actual or contingent) of Customer to X.X. Xxxxxx or any of its Affiliates and X.X. Xxxxxx shall be entitled without notice to Customer, to withhold delivery of such Account Assets, sell or otherwise realize any of such Account Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities, solely to the extent of such Liabilities. For this purpose, X.X. Xxxxxx may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies.

(b) Without prejudice to X.X. Xxxxxx’x rights under Applicable Law, X.X. Xxxxxx may set off against any obligation owed by Customer to X.X. Xxxxxx, any X.X. Xxxxxx branch or office, or any of its Affiliates any obligation owed to Customer by X.X. Xxxxxx, any X.X. Xxxxxx branch or office, or any Affiliate of X.X. Xxxxxx. For this purpose, X.X. Xxxxxx shall be entitled

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to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

(c) X.X. Xxxxxx shall, without any further consent from Customer, promptly and fully comply with any order or instruction of X.X. Xxxxxx Clearing Corp. or any Affiliate of X.X. Xxxxxx to which Customer has granted a security interest in any part of the Account Assets (each a “JPM Secured Party”). Customer acknowledges that X.X. Xxxxxx shall not be obligated to comply with any order or instruction of Customer if such instruction conflicts with an instruction issued by a JPM Secured Party, or if and to the extent that any such Security or other property credited to the Account is required as collateral for any outstanding advance or other obligation under this Agreement or any loan or other agreement between X.X. Xxxxxx, or a JPM Secured Party, and Customer.

5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1 Appointment of Subcustodians; Use of Securities Depositories

(a) X.X. Xxxxxx is authorized under this Agreement to act through and hold Customer’s Financial Assets with Subcustodians. X.X. Xxxxxx will act in good faith and will use reasonable care in the selection, monitoring and continued appointment of such Subcustodians. In addition, X.X. Xxxxxx and each Subcustodian may deposit Securities with, and hold Securities in, any Securities Depository on such terms as such Securities Depository customarily operates and Customer will provide X.X. Xxxxxx with such documentation or acknowledgements that X.X. Xxxxxx may require to hold the Financial Assets in such Securities Depository.

(b) Any agreement X.X. Xxxxxx enters into with a Subcustodian for holding X.X. Xxxxxx’x customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. X.X. Xxxxxx shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against Customer’s assets. Where a Subcustodian deposits Securities with a Securities Depository, X.X. Xxxxxx will cause the Subcustodian to identify on its records that the Securities deposited by the Subcustodian at such Securities Depository belong to X.X. Xxxxxx, as agent. X.X. Xxxxxx shall identify on its records as belonging to Customer Financial Assets of Customer held by Subcustodians or a Securities Depository. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by Customer with X.X. Xxxxxx, any particular Subcustodian or any other third party.

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

5.2 Liability for Subcustodians

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

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

(ii) the insolvency of any Affiliated Subcustodian, including any branches of X.X. Xxxxxx acting as an Affiliated Subcustodian.

(b) Subject to Section 5.1(a) and X.X. Xxxxxx’x duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by X.X. Xxxxxx in its oversight process, X.X. Xxxxxx will not be responsible for any losses (whether direct or indirect) incurred by Customer that result from the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.

(c) Subject to compliance with Rule 17f-5 under the Investment Company Act of 1940, X.X. Xxxxxx reserves the right to add, replace or remove Subcustodians. X.X. Xxxxxx will give prompt notice of any such action, which will be advance notice if practicable. Upon request by Customer, X.X. Xxxxxx will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory

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authority that supervises or regulates such Subcustodian.

6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER

6.1 Representations of Customer and X.X. Xxxxxx

(a) Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use X.X. Xxxxxx as its custodian in accordance with the terms of this Agreement, and to borrow money (either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by X.X. Xxxxxx, this Agreement is Customer’s legal, valid and binding obligation, enforceable against Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement (iii) it has not relied on any oral or written representation made by X.X. Xxxxxx or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of X.X. Xxxxxx; (iv) it is a resident of the United States and shall notify X.X. Xxxxxx of any changes in residency, (v) Financial Assets and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash and (vi) as of the date hereof, none of Customer’s assets and at all times, none of Customer’s assets will constitute, directly or indirectly, plan assets subject to the fiduciary responsibility and prohibited transaction sections of Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the prohibited transaction provisions of the Internal Revenue Code of 1986, as amended (the “Code”) or any federal, state, local or non-U.S. law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code.

X.X. Xxxxxx may rely upon the certification of such other facts as may be required to administer X.X. Xxxxxx’x obligations under this Agreement and Customer shall indemnify X.X. Xxxxxx against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

(b) X.X. Xxxxxx represents, warrants and covenants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is X.X. Xxxxxx’x legal, valid and binding obligation, enforceable in accordance with its terms, (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement, (iii) it is qualified as a custodian under Section 17(f)(1) of the Investment Company Act of 1940.

(c) Each party may rely upon the above or the certification of such other facts as may be required to perform its obligations hereunder.

6.2 Customer is Liable to X.X. Xxxxxx Even if it is Acting for Another Person

If Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in respect of any transaction, cash, or Financial Asset, X.X. Xxxxxx nevertheless will exercise reasonable care in treating Customer as its principal for all purposes under this Agreement. In this regard, Customer will be liable to X.X. Xxxxxx as a principal in respect of any transactions relating to the Account, in the absence of negligence or willful misconduct by X.X. Xxxxxx. The foregoing will not affect any rights X.X. Xxxxxx might have against Customer’s principal or the other person envisaged by Section 2.1(a).

6.3 X.X. Xxxxxx Not Required to Make Payments on Behalf of Customer

X.X. Xxxxxx shall not be required to make any payments on behalf of Customer to Customer’s equity holders, members, managers, partners, shareholders, or beneficiaries, as applicable, and X.X. Xxxxxx’x sole obligation with respect to the payment of distributions and other amounts to Customer’s equity holders, members, managers, partners, shareholders, or beneficiaries, as applicable, shall be, upon instructions from Customer, to transfer, from funds available in a Cash Account for such purpose, to such bank (other than X.X. Xxxxxx) as Customer may designate in such instructions the aggregate amount of such distributions or other amounts specified in such instructions.

7. WHEN X.X. XXXXXX IS LIABLE TO CUSTOMER

7.1 Standard of Care; Liability

(a) X.X. Xxxxxx will use reasonable care in performing its obligations under this Agreement. X.X. Xxxxxx will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.

(b) X.X. Xxxxxx will be liable for Customer’s direct damages to the extent they result from X.X. Xxxxxx’x fraud, negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under no circumstances will X.X. Xxxxxx be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form

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incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, X.X. Xxxxxx’x performance under this Agreement, or X.X. Xxxxxx’x role as custodian.

(c)

(i) Customer will indemnify X.X. Xxxxxx Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of X.X. Xxxxxx Indemnitees in connection with or arising out of (x) X.X. Xxxxxx’x performance under this Agreement, provided X.X. Xxxxxx Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question or (y) any X.X. Xxxxxx Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer will not be obligated to indemnify any X.X. Xxxxxx Indemnitee under the preceding sentence with respect to any Liability for which X.X. Xxxxxx is liable under Section 5.2 of this Agreement.

(d) Customer agrees that X.X. Xxxxxx provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, except to verify that such Instruction is authorized in accordance with Section 3.2 hereof; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which X.X. Xxxxxx is instructed to deliver Financial Assets or cash.

7.2 Force Majeure

X.X. Xxxxxx will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards. X.X. Xxxxxx will have no liability, however, for any damage, loss, expense or liability of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (other than on the part of X.X. Xxxxxx or its employees), malfunction of equipment or software (except where such malfunction is primarily attributable to X.X. Xxxxxx’x negligence or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of X.X. Xxxxxx (including without limitation, the non-availability of appropriate foreign exchange).

7.3 X.X. Xxxxxx May Consult With Counsel

X.X. Xxxxxx will be entitled to rely on, and may act upon the advice of counsel in relation to matters of law, regulation or market practice (which may be the counsel of Customer), and shall not be deemed to have been negligent with respect to any action reasonably taken or omitted in good faith pursuant to such advice. X.X. Xxxxxx will use reasonable care in the selection and continued appointment of such counsel.

7.4 X.X. Xxxxxx Provides Diverse Financial Services and May Generate Profits as a Result

Customer hereby authorizes X.X. Xxxxxx to act under this Agreement notwithstanding that: (a) X.X. Xxxxxx or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that X.X. Xxxxxx may have a potential conflict of duty or interest, including the fact that X.X. Xxxxxx or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of the activities listed herein and (b) X.X. Xxxxxx or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. X.X. Xxxxxx is not under any duty to disclose any such information to Customer unless such information is broadly disclosed to the same type of custody clients of X.X. Xxxxxx receiving the same types of custody services that are of similar size as Customer.

7.5 Assets Held Outside X.X. Xxxxxx’x Control

X.X. Xxxxxx will not be obliged to hold Securities or cash with any person not agreed to by X.X. Xxxxxx. Furthermore, X.X. Xxxxxx will not be obliged to register or record Securities in the name of any person not agreed to by X.X. Xxxxxx. If, however, Customer makes such a request and X.X. Xxxxxx agrees to the request, the consequences of doing so will be at Customer’s own risk. X.X. Xxxxxx shall not be liable for any losses incurred as a result and may be precluded from providing some of the services referred to in this Agreement (for example, and without limitation, income collection, proxy voting, class action litigation and Corporate Action notification and

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processing).

7.6 Ancillary Services

X.X. Xxxxxx and its Subcustodians may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, tax services and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities). Although X.X. Xxxxxx will use reasonable care (and procure that its Subcustodians use reasonable care) in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.

8. TAXATION

8.1 Tax Obligations

(a) Customer will pay or reimburse X.X. Xxxxxx, and confirms that X.X. Xxxxxx is authorized to deduct from any cash received or credited to the Cash Account, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of Customer’s Accounts.

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

(c) If X.X. Xxxxxx does not receive appropriate certifications, documentation and information then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets (including, but not limited to, United States non-resident alien tax and/or backup withholding tax).

(d) Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account provided, however, that X.X. Xxxxxx will be responsible for any penalty or additions to tax due solely as a result of X.X. Xxxxxx’x willful misconduct, negligent acts or omissions with respect to timely paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.

9. TERMINATION

9.1 Termination

(a) The initial term of this Agreement shall be for a period of one year following the date on which X.X. Xxxxxx commenced providing services under the Agreement (“Initial Term”) and will automatically renew for additional one year periods effective from the first anniversary of the date of the end of the Initial Term (unless terminated as set forth below). Following the Initial Term, Customer may terminate this Agreement on sixty (60) days’ written notice to X.X. Xxxxxx. X.X. Xxxxxx may terminate this Agreement on one hundred and eighty (180) days’ written notice to Customer. Notwithstanding the foregoing, if the Institutional Account Agreement, dated on or around the date hereof, among X.X. Xxxxxx Clearing Corp., X.X. Xxxxxx Securities LLC, certain affiliates thereof, and the Customer is terminated, X.X. Xxxxxx shall have the right to terminate this Agreement on the date such Institutional Account Agreement terminates.

(b) Notwithstanding Section 9.1(a), either party may terminate this Agreement immediately, without penalty upon written notice to the other party following the occurrence of any of the following:

(i) the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure;

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

(iii) the other party committing any material breach of this Agreement and failing to remedy such breach within 30 days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach.

(c) Notwithstanding Section 9.1(a):

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

(ii) Customer may terminate this Agreement at any

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time on sixty (60) days’ written notice to X.X. Xxxxxx upon payment of a termination fee. The termination fee will be an amount equal to (x) twelve (12) times the average monthly fee during the preceding twelve (12) months less (y) any fees actually paid by the Customer to X.X. Xxxxxx during the Initial Term.

For the avoidance of doubt, Customer shall not be liable for payment of any early termination fee in the event that this Agreement is terminated in accordance with Section 9.1(b).

9.2 Exit Procedure

Customer will provide X.X. Xxxxxx full details of the persons to whom X.X. Xxxxxx must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. X.X. Xxxxxx will act in accordance with all Instructions delivered to it by Customer with respect to such delivery and transition of custody responsibilities to a successor Custodian provided that such Instruction shall be reasonable and practicable and not in conflict with any provision of this Agreement. If Customer fails to provide such details in a timely manner, X.X. Xxxxxx shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to its successor custodian, but X.X. Xxxxxx may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that X.X. Xxxxxx is unwilling to assume any related credit risk. X.X. Xxxxxx will in any event be entitled to deduct any amounts owing to it that are not the subject of a bona fide dispute prior to delivery of the Financial Assets and cash (and, accordingly, X.X. Xxxxxx will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). Customer will reimburse X.X. Xxxxxx promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

10. MISCELLANEOUS

10.1 Notifications

Notices (other than Instructions) pursuant to Section 9 of this Agreement shall be sent or served by registered mail, overnight delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice will not be deemed to be given unless it has been received.

10.2 Successors and Assigns

This Agreement will be binding on each of the parties’ successors and assigns, but the parties agree that neither party can assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except X.X. Xxxxxx may assign this Agreement without Customer’s consent to (a) any Affiliate or subsidiary of X.X. Xxxxxx or (b) in connection with a merger, reorganization, stock sale or sale of all or substantially all of X.X. Xxxxxx’x custody business.

10.3 Interpretation

Headings are for reference and convenience only and are not intended to affect interpretation. References to Sections are to Sections of this Agreement and references to sub-Sections and paragraphs are to sub-Sections of the Sections and paragraphs of the sub-Sections in which they appear.

10.4 Entire Agreement

(a) The following Rider(s) are incorporated into this Agreement:

X Mutual Fund;

This Agreement, including the Schedules, Exhibits and Riders (and any separate agreement which X.X. Xxxxxx and Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter hereof, and this Agreement supersedes any other agreement, statement or representation relating to custody, whether oral or written. Amendments must be in writing and except where this Agreement provides for amendments by notice from X.X. Xxxxxx, signed by both parties.

10.5 Information Concerning Deposits at X.X. Xxxxxx’x London Branch

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

10.6 Insurance

Customer acknowledges that X.X. Xxxxxx will not be required to maintain any insurance coverage specifically for the benefit of Customer. X.X. Xxxxxx will, however, provide details of its own general insurance coverage to Customer upon request.

10.7 Security Holding Disclosure

With respect to Securities and Exchange Commission Rule 14b-2 under the Securities Exchange Act of 1934, regarding disclosure of beneficial owners to issuers of

13

Securities, X.X. Xxxxxx is instructed not to disclose the name, address or Security positions of Customer in response to shareholder communications requests regarding the Account.

10.8 USA PATRIOT Act Disclosure

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

10.9 GOVERNING LAW AND JURISDICTION

THIS AGREEMENT WILL BE CONSTRUED, REGULATED, AND ADMINISTERED UNDER THE LAWS OF THE UNITED STATES OR STATE OF NEW YORK, AS APPLICABLE, WITHOUT REGARD TO NEW YORK’S PRINCIPLES REGARDING CONFLICT OF LAWS, EXCEPT THAT THE FOREGOING SHALL NOT REDUCE ANY STATUTORY RIGHT TO CHOOSE NEW YORK LAW OR FORUM. THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WILL HAVE THE SOLE AND EXCLUSIVE JURISDICTION OVER ANY LAWSUIT OR OTHER JUDICIAL PROCEEDING RELATING TO OR ARISING FROM THIS AGREEMENT. IF THAT COURT LACKS FEDERAL SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY WILL HAVE SOLE AND EXCLUSIVE JURISDICTION. EITHER OF THESE COURTS WILL HAVE PROPER VENUE FOR ANY SUCH LAWSUIT OR JUDICIAL PROCEEDING, AND THE PARTIES WAIVE ANY OBJECTION TO VENUE OR THEIR CONVENIENCE AS A FORUM. THE PARTIES AGREE TO SUBMIT TO THE JURISDICTION OF ANY OF THE COURTS SPECIFIED AND TO ACCEPT SERVICE OF PROCESS TO VEST PERSONAL JURISDICTION OVER THEM IN ANY OF THESE COURTS. THE PARTIES FURTHER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH LAWSUIT OR JUDICIAL PROCEEDING ARISING OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. TO THE EXTENT THAT IN ANY JURISDICTION CUSTOMER MAY NOW OR HEREAFTER BE ENTITLED TO CLAIM, FOR ITSELF OR ITS ASSETS, IMMUNITY FROM SUIT, EXECUTION, ATTACHMENT (BEFORE OR AFTER JUDGMENT) OR OTHER LEGAL PROCESS, CUSTOMER SHALL NOT CLAIM, AND IT HEREBY IRREVOCABLY WAIVES, SUCH IMMUNITY.

10.10 Severability; Waiver; and Survival

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

(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.

(c) The parties’ rights, protections, and remedies under this Agreement shall survive its termination, including but not limited to Sections 3, 4, 7 and 10 of this Agreement.

10.11 Confidentiality

(a) Subject to Clause 10.11(b) X.X. Xxxxxx will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over X.X. Xxxxxx’x business (provided that X.X. Xxxxxx will provide Customer prior written notice of the same (unless prohibited by law); as necessary to the defense of any claim or cause of action asserted against X.X. Xxxxxx (provided that X.X. Xxxxxx will provide Customer prior written notice of the same, to the extent such notice is permitted); or with the prior written consent of the Customer.

(b) Solely to the extent required in connection with X.X. Xxxxxx’x provision of services to Customer in accordance with this Agreement, the Customer authorizes X.X. Xxxxxx to disclose Confidential Information to:

(i) any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that X.X. Xxxxxx reasonably believes is required

14

in connection with X.X. Xxxxxx’x provision of services to Customer under this Agreement;

(ii) its professional advisors, auditors or public accountants;

(iii) its employees and Affiliates, and

(iv) any revenue authority or any governmental entity in relation to the processing of any tax relief claim, provided that X.X. Xxxxxx is reasonably assured that any person in (ii) and (iii) will hold such information in confidence.

(c) Subject to Clause 10.11(b) X.X. Xxxxxx shall observe the same degree of care as X.X. Xxxxxx observes with respect to its own Confidential Information of a similar nature in preventing the unauthorized use and dissemination of the Confidential Information. Upon discovery of any unauthorized use or disclosure of Confidential Information, X.X. Xxxxxx shall notify Customer in writing and will specify the corrective action taken or to be taken.

(d) If X.X. Xxxxxx or any of its Affiliates is requested or required (by oral question, interrogatories requests for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, X.X. Xxxxxx will promptly notify Customer in writing (to the extent permitted) of such request or requirement so that Customer may seek an appropriate protective order with the reasonable cooperation of X.X. Xxxxxx; provided, however, Customer shall reimburse X.X. Xxxxxx for any out-of-pocket costs and expenses incurred by X.X. Xxxxxx in cooperating with such request. If, in the failure to obtain a protective order or in the absence of a waiver hereunder, X.X. Xxxxxx is, in the opinion of counsel to X.X. Xxxxxx compelled to disclose the Confidential Information under Applicable Law, X.X. Xxxxxx may disclose only such portion of the Confidential Information to the party compelling disclosure as is required by Applicable Law.

(e) Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions of this Agreement in confidence.

10.12 Pricing

In providing Customer with an estimated price or indicative valuation, X.X. Xxxxxx is not undertaking to render investment advice, manage money, act as a fiduciary with respect to the Accounts, or place a bid for any security or derivatives transaction. Such estimated prices and indicative valuations may have been obtained from third party sources X.X. Xxxxxx believes to be reliable. X.X. Xxxxxx expressly disclaims any responsibility for (and Customer agrees to hold X.X. Xxxxxx harmless for any loss in respect of) any use to which Customer puts an estimated price or indicative valuation and, by accepting it, Customer hereby agrees that Customer will not provide it (or any part thereof) to any third parties without X.X. Xxxxxx’x prior written consent. The estimated price or indicative valuation may differ significantly from prices at which securities or derivatives transactions could be or could have been purchased or sold in any market or to or from any person or the prices at which X.X. Xxxxxx or any other person would be willing to enter into, terminate, unwind or assign the relevant derivatives transactions. The disclaimers contained in this Section 10.12 are in addition to those contained in any account statement or in any agreement with X.X. Xxxxxx or any Affiliate of X.X. Xxxxxx to which Customer is a party.

10.13 Counterparts

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

10.14 No Third Party Beneficiaries

Other than X.X. Xxxxxx Affiliates, a person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.

10.15 Several Obligations

The parties acknowledge that the obligations of the Funds hereunder are several and not joint, that no Fund shall be liable for any amount owing by another Fund, and that the Customer has executed on instrument on behalf of the Funds for convenience only.

[Signature Page Follows]

15

[THE CUSTOMER],			JPMORGAN CHASE BANK, N.A.
On its own behalf and on behalf of each of the
Funds listed in Schedule A
By:			By:
Name:			Name:
Title:			Title:
Date:			Date:
With respect to Section 4.3(c)
Agreed and Acknowledged:
X.X. XXXXXX CLEARING CORP.
By:
Name:
Title:
Date:

16

SCHEDULE A

17

SCHEDULE 1

List of Subcustodians and Markets Used by X.X. Xxxxxx as of the Date First Specified Above

AGENT AND CASH NETWORK (WSS CUSTODY)

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
ARGENTINA		HSBC Bank Argentina S.A. Xxxxxxx Xxxxxx Xxxxxx 000, 0xx Xxxxx X0000XXX Xxxxxx Xxxxx XXXXXXXXX		HSBC Bank Argentina S.A. Buenos Aires
AUSTRALIA		JPMorgan Chase Bank, N.A.** L18, 00 Xxxxxxxxxxx Xxxxxx Xxxxxx XXX 0000 XXXXXXXXX		Australia and New Zealand Banking Group Ltd. Melbourne
AUSTRIA		UniCredit Bank Austria AG Xxxxxx Xxxxxxx Xxxxx - 0 X-0000 Xxxxxx XXXXXXX		X.X. Xxxxxx AG** Frankfurt
BAHRAIN		HSBC Bank Middle East Limited 1st Floor, Building No 2505, Road No 2832 Al Seef 428 BAHRAIN		HSBC Bank Middle East Limited Al Seef
BANGLADESH		Standard Chartered Bank 00-00 Xxxxxxxxx X.X Xxx 000 Xxxxx-0000 XXXXXXXXXX		Standard Chartered Bank Dhaka
BELGIUM		BNP Paribas Securities Services S.C.A. Xxxxxxxxx Xxxxx Xxxxxxx 0 0xx Xxxxx 0000 Xxxxxxxx XXXXXXX		X.X. Xxxxxx AG** Frankfurt
BERMUDA		HSBC Bank Bermuda Limited 0 Xxxxx Xxxxxx Xxxxxxxx XX 11 BERMUDA		HSBC Bank Bermuda Limited Hamilton
BOTSWANA		Standard Chartered Bank Botswana Limited 5th Floor, Standard House P.O. Box 496 Queens Road, The Mall Gaborone BOTSWANA		Standard Chartered Bank Botswana Limited Gaborone

18

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
BRAZIL		X.X. Xxxxxx S.A. DTVM** Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx, x. 0000, 0xx Xxxxx Xxxxx Bibi Sao Paulo, SP 00000-000 XXXXXX		X.X. Xxxxxx S.A. DTVM** Sao Paulo
BULGARIA		ING Bank N.V. 00X Xxxxxxxx Xxxx Xxxxx 0000 XXXXXXXX		ING Bank N.V. Sofia
CANADA		Canadian Imperial Bank of Commerce Commerce Court West Security Level Toronto, Ontario M5L 1G9 CANADA		Royal Bank of Canada Toronto
		Royal Bank of Canada 000 Xxxxxxxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx Xxxxxxx X0X 0X0 XXXXXX		Royal Bank of Canada Toronto
CHILE		Banco Santander Xxxxx Xxxxxxx 000, Xxxx 0 Xxxxxxxx XXXXX		Banco Santander Chile Xxxxxxxx
CHINA: A-Share		HSBC Bank (China) Company Limited* 00/X, XXXX Xxxxxxxx, Xxxxxxxx ifc 0 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx 000000 THE PEOPLE’S REPUBLIC OF CHINA		HSBC Bank (China) Company Limited Shanghai (RMB/CNY NOSTRO Account)

		* Please refer to your Client Relationship Team for additional subcustodial options.
CHINA: B-Share		HSBC Bank (China) Company Limited 00/X, XXXX Xxxxxxxx, Xxxxxxxx ifc 0 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx 000000 THE PEOPLE’S REPUBLIC OF CHINA		JPMorgan Chase Bank, N.A. ** New York (USD NOSTRO Accounts for Shanghai) JPMorgan Chase Bank, N.A. ** Hong Kong (HKD NOSTRO Accounts for Shenzhen)
COLOMBIA		CorpBanca Investment Trust Colombia X.X. Xxxxxxx 0 Xx. 00-00, Xxxx 00 Xxxxxx XXXXXXXX		CorpBanca Investment Trust Colombia S.A. Bogota
*COSTA RICA*		Banco BCT, S.A. 150 Metros Norte de la Catedral Metropolitana Edificio BCT San Xxxx XXXXX RICA		Banco BCT, S.A. San Xxxx

19

MARKET SUBCUSTODIAN CASH CORRESPONDENT BANK

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
CROATIA		Privredna banka Zagreb d.d. Xxxxxxxx xxxxx 00 00000 Xxxxxx XXXXXXX		Zagrebacka Banka d.d. Zagreb
CYPRUS		HSBC Bank plc 109-111, Messogian Ave. 000 00 Xxxxxx XXXXXX		X.X. Xxxxxx AG** Frankfurt
CZECH REPUBLIC		UniCredit Bank Czech Republic a.s. BB Centrum - FILADELFIE Zeletavska 1525-1 140 92 Prague 1 CZECH REPUBLIC		Ceskoslovenska obchodni banka, a.s. Prague
DENMARK		Nordea Bank Danmark A/S Helgeshoj Alle 33 Hoje Taastrup DK-2630 Taastrup DENMARK		Nordea Bank Danmark A/S Copenhagen
EGYPT		Citibank, N.A. 4 Xxxxx Xxxxx Street Garden City Cairo EGYPT		Citibank, N.A. Cairo
ESTONIA		Swedbank AS Xxxxxxxxx 0 00000 Xxxxxxx XXXXXXX		X.X. Xxxxxx AG** Frankfurt
FINLAND		Nordea Bank Finland Plc Xxxxxxx Xxxxx katu 3-5 FIN-00020 NORDEA Helsinki FINLAND		X.X. Xxxxxx AG** Frankfurt
FRANCE		BNP Paribas Securities Services S.C.A. Les Grands Moulins xx Xxxxxx 0, xxx xx Xxxxxxxxxxx 00000 Xxxxxx XXXXXX		X.X. Xxxxxx AG** Frankfurt
		Societe Generale 00 Xxxxxxxxx Xxxxxxxx 00000 Xxxxx XXXXXX		X.X. Xxxxxx AG** Frankfurt

20

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
GERMANY		Deutsche Bank AG Alfred-Herrhausen-Allee 16-24 D-65760 Eschborn GERMANY		X.X. Xxxxxx AG** Frankfurt
		X.X. Xxxxxx AG#** Xxxxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx XXXXXXX		X.X. Xxxxxx AG** Frankfurt

		# For local German custody clients only.
GHANA		Standard Chartered Bank Ghana Limited Xxxxx Xxxx Xxxxxx X.X. Xxx 000 Xxxxx XXXXX		Standard Chartered Bank Ghana Limited Accra
GREECE		HSBC Bank plc Messogion 109-111 11526 Athens GREECE		X.X. Xxxxxx AG ** Frankfurt
HONG KONG		The Hongkong and Shanghai Banking Corporation Limited 0/X, Xxxxx 0, XXXX Xxxxxx 0 Xxxx Xxxx Xxxx Xxxxxxx XXXX XXXX		JPMorgan Chase Bank, N.A. ** Hong Kong (HKD, USD and CNY NOSTRO Accounts)
HUNGARY		Deutsche Bank AG Xxxx xxxx 00 X-0000 Xxxxxxxx XXXXXXX		ING Bank N.V. Budapest
*ICELAND*		Islandsbanki hf. Xxxxxxxxxxxx 0 XX-000 Xxxxxxxxx XXXXXXX		Islandsbanki hf. Reykjavik

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
INDIA		JPMorgan Chase Bank, N.A.** 6th Floor, Paradigm ‘B’ Wing Mindspace, Malad (West) Mumbai 400 064 INDIA		JPMorgan Chase Bank, N.A.** Mumbai
INDONESIA		Deutsche Bank AG Deutsche Bank Building 80 Jl. Xxxxx Xxxxxx Xxxxxxx 00000 XXXXXXXXX		Deutsche Bank AG Jakarta

21

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
IRELAND		XX Xxxxxx Chase Bank, N.A.** 00 Xxxx Xxxxxx, Xxxxxx Xxxxx Xxxxxx X00 0XX XXXXXX XXXXXXX		X.X. Xxxxxx AG** Frankfurt
ISRAEL		Bank Leumi le-Israel B.M. 00, Xxxxxx Xxxxxx Xxxxxx 00000 Xxx Xxxx XXXXXX		Bank Leumi le-Israel B.M. Tel Aviv
ITALY		BNP Paribas Securities Services S.C.A. Xxx Xxxxxxx, 0 00000 Xxxxx XXXXX		X.X. Xxxxxx AG** Frankfurt
JAPAN		Mizuho Corporate Bank, Limited 0-00-00, Xxxxxxxxxx Xxxx-xx Xxxxx 000-0000 XXXXX		JPMorgan Chase Bank, N.A. ** Tokyo
		The Bank of Tokyo-Mitsubishi UFJ, Limited 1-3-2 Nihombashi Xxxxxxx-xxx 0-xxxxx Xxxx-xx Xxxxx 000-0000 XXXXX		JPMorgan Chase Bank, N.A. ** Tokyo
JORDAN		HSBC Bank Middle East Limited Xxxxx 0 Xxxxxx Xxxxxx, 0xx Xxxxxx Xxxxx 00000 XXXXXX		HSBC Bank Middle East Limited Amman
KAZAKHSTAN		SB HSBC Bank Kazakhstan JSC 00 Xxxxxx Xxxxxx Xxxxxx 000000 XXXXXXXXXX		SB HSBC Bank Kazakhstan JSC Almaty
KENYA		Standard Chartered Bank Kenya Limited Xxxxxxxx Xxxxx Xxx Xxxxxx X.X. Xxx 00000 Xxxxxxx 00000 XXXXX		Standard Chartered Bank Kenya Limited Nairobi
KUWAIT		HSBC Bank Middle East Limited Kuwait City, Qibla Area Hamad Al-Saqr Street, Xxxxxxx Xxxxx X/0/0 Xxxxxx Xxxxx 00000 XXXXXX		HSBC Bank Middle East Limited Safat

22

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
LATVIA		Swedbank AS Balasta xxxxxx 0x Xxxx XX-0000 XXXXXX		Swedbank AS Riga
LEBANON		HSBC Bank Middle East Limited HSBC Main Building Riad El Solh, P.O. Box 11-1380 1107-2080 Beirut LEBANON		JPMorgan Chase Bank, N.A. ** New York
*LITHUANIA*		AB SEB Xxxxxx 00 Xxxxxxxx xx. LT 2600 Vilnius LITHUANIA		AB SEB Bankas Vilnius (for LTL settlement) X.X. Xxxxxx AG** Frankfurt (for EUR settlement)

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
LUXEMBOURG		BNP Paribas Securities Services S.C.A. 00, Xxx xx Xxxxxxxxx X-0000 Xxxxxxxxxx XXXXXXXXXX		X.X. Xxxxxx AG** Frankfurt
*MALAWI*		Standard Bank Limited, Malawi 1st Floor Kaomba House Cnr Xxxx Xxxxx Road & Victoria Avenue Blantyre MALAWI		Standard Bank Limited. Malawi Blantyre

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
MALAYSIA		HSBC Bank Malaysia Berhad 2 Leboh Ampang 00xx Xxxxx, Xxxxx Xxxxx 00000 Xxxxx Xxxxxx MALAYSIA		HSBC Bank Malaysia Berhad Kuala Lumpur
MALTA		HSBC Bank Malta p.l.c. 00 Xxxx Xxxxxx Xxxxx QRM 3101 MALTA		X.X. Xxxxxx AG** Frankfurt
MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited HSBC Centre 18 Cybercity Ebene MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited Ebene

23

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT XXXX
XXXXXX		Banco Nacional de Mexico, S.A. Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx Xxxxxxx Xxxxx Xx 00000 Xxxxxx, D.F. MEXICO		Banco Santander (Mexico), S.A. Mexico, D.F.
MOROCCO		Societe Generale Marocaine de Banques 00 Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxxx 00000 XXXXXXX		Attijariwafa Bank S.A. Casablanca
NAMIBIA		Standard Bank Namibia Limited Mutual Platz Cnr. Xxxxxxxx and Post Streets X.X.Xxx 0000 Xxxxxxxx XXXXXXX		The Standard Bank of South Africa Limited Johannesburg
NETHERLANDS		BNP Paribas Securities Services S.C.A. Xxxxxxxxxxx 000 0000 XX Xxxxxxxxx XXXXXXXXXXX		X.X. Xxxxxx AG** Frankfurt
NEW ZEALAND		JPMorgan Chase Bank, N.A.** Xxxxx 00, 0 Xxxxxx Xxxxxx Xxxxxxxxxx 0000 XXX XXXXXXX		Westpac Banking Corporation Wellington
NIGERIA		Stanbic IBTC Bank Plc Xxxx 0000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxx XXXXXXX		The Standard Bank of South Africa Limited Johannesburg
NORWAY		Nordea Bank Norge ASA Xxxxxxxxxxxxxx 0 XX Xxx 0000 XX-0000 Xxxx XXXXXX		Nordea Bank Norge ASA Oslo
OMAN		HSBC Bank Oman S.A.O.G. Bait Al Falaj Main Office Ruwi PC 112 OMAN		HSBC Bank Oman S.A.O.G. Ruwi
PAKISTAN		Standard Chartered Bank (Pakistan) Limited X.X. Xxx 0000 Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxx 00000 XXXXXXXX		Standard Chartered Bank (Pakistan) Limited Xxxxxxx

00

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
*PALESTINIAN TERRITORIES*		HSBC Bank Middle East Limited Jaffa Street P.O. Box 2067 Ramallah PALESTINIAN AUTONOMOUS AREA		HSBC Bank Middle East Limited Amman, Jordan (for JOD settlement) JPMorgan Chase Bank, N.A. ** New York (for USD settlement)

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
PERU		Citibank del Peru S.A. Xx. Xxxxxxx x Xxxxxxxx 000 Xxxx 0 Xxx Xxxxxx, Xxxx 00 PERU		Citibank del Peru X.X. Xxxx
PHILIPPINES		The Hongkong and Shanghai Banking Corporation Limited 7/F HSBC Centre 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxx 0000 Xxxxxx Xxxx XXXXXXXXXXX		The Hongkong and Shanghai Banking Corporation Limited Taguig City
POLAND		Bank Handlowy w. Warszawie S.A. xx. Xxxxxxxxxx 00 00-000 Xxxxxx XXXXXX		BRE Bank S.A. Warsaw
PORTUGAL		BNP Paribas Securities Services S.C.A. Avenida D.Xxxx XX, Lote 1.18.01, Bloco B, 7º andar 0000-000 Xxxxxx XXXXXXXX		X.X. Xxxxxx AG** Frankfurt
QATAR		HSBC Bank Middle East Limited 2nd Floor, Ali Bin Ali Tower Building 150 (Airport Road) XX Xxx 00 Xxxx XXXXX		HSBC Bank Middle East Limited Doha
ROMANIA		ING Bank N.V. Crystal Tower 00 xxxxx xx Xxxxxxxxx Xxxx. 000000 Xxxxxxxxx XXXXXXX		ING Bank N.V. Bucharest
*RUSSIA*		X.X. Xxxxxx Bank International (Limited Liability Company) ** 10, Butyrsky Xxx Xxxxx Square Business Centre Floor 12 Xxxxxx 000000 XXXXXX		JPMorgan Chase Bank, N.A. ** New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)

25

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
		ING Bank (Eurasia) ZAO (Closed Joint Stock Company) 36 Xxxxxxxxxxxxxxxxxxx xxxxxx 000000 Xxxxxx XXXXXX		JPMorgan Chase Bank, N.A. ** New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
SAUDI ARABIA		HSBC Saudi Arabia Limited 0/X XXXX Xxxxxxxx Xxxxx Xxxx, Xx-Xxxxxx Disrict Xxxxxx 00000 XXXXX XXXXXX		HSBC Saudi Arabia Limited Riyadh
SERBIA		UniCredit Bank Srbija a.d. Airport City Belgrade Xxxxxxxxxxx Xxxxxxx 00 00000 Xxxxxxxx XXXXXX		UniCredit Bank Srbija a.d. Belgrade
SINGAPORE		DBS Bank Ltd. 00 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, #00-00 000000 XXXXXXXXX		Oversea-Chinese Banking Corporation Singapore
SLOVAK REPUBLIC		UniCredit Bank Slovakia a.s. Sancova 0/X XX-000 00 Xxxxxxxxxx XXXXXX XXXXXXXX		X.X. Xxxxxx AG** Frankfurt
SLOVENIA		UniCredit Banka Slovenija d.d. Xxxxxxxxxx 000 XX-0000 Xxxxxxxxx XXXXXXXX		X.X. Xxxxxx AG** Frankfurt
SOUTH AFRICA		FirstRand Bank Limited 1 Xxxxxxxxx Xxxxx, 0 Xxxxx Xxxxx, Xxxx Xxxx Cnr Xxxxxxxx and Xxxxx Xxxxxxx Xxxxxxxxxxxx 0000 XXXXX XXXXXX		The Standard Bank of South Africa Limited Johannesburg
SOUTH KOREA		Standard Chartered Bank Korea Limited 000 XxxxXxxxx-xxxx XxxxxXx-Xx Xxxxx 000-000 XXXXX XXXXX		Standard Chartered Bank Korea Limited Seoul

26

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
SPAIN		Santander Investment, S.A. Ciudad Grupo Santander Avenida de Cantabria, s/n Edificio Ecinar, planta baja Xxxxxxxx xxx Xxxxx 00000 Xxxxxx XXXXX		X.X. Xxxxxx AG** Frankfurt
SRI LANKA		The Hongkong and Shanghai Banking Corporation Limited 00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx 0 XXX XXXXX		The Hongkong and Shanghai Banking Corporation Limited Colombo
SWEDEN		Nordea Bank AB (publ) Xxxxxxxxx 00 XX-000 00 Xxxxxxxxx XXXXXX		Svenska Handelsbanken AB (publ) Stockholm
SWITZERLAND		UBS AG 45 Xxxxxxxxxxxxxx 0000 Xxxxxx XXXXXXXXXXX		UBS AG Zurich
TAIWAN		JPMorgan Chase Bank, N.A.** 8th Floor, Cathay Xxx Xx Trading Building No. 108, Xxxxxxx 0, Xxx Xx Xxxx Xxxxxx 00000 XXXXXX		JPMorgan Chase Bank, N.A. ** Taipei
*TANZANIA*		Stanbic Bank Tanzania Limited Stanbic Centre Corner Kinondoni and X.X.Xxxxxx Xxxxx X.X. Xxx 00000 Xxx xx Salaam TANZANIA		Stanbic Bank Tanzania Limited Dar es Salaam

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
THAILAND		Standard Chartered Bank (Thai) Public Company Limited 14th Floor, Zone B Sathorn Nakorn Tower 90 North Sathorn Road Bangrak Silom, Bangrak Xxxxxxx 00000 XXXXXXXX		Standard Chartered Bank (Thai) Public Company Limited Bangkok
TRINIDAD AND TOBAGO		Republic Bank Limited 0-00 Xxxx Xxxxxx Xxxx xx Xxxxx XXXXXXXX XXX XXXXXX		Republic Bank Limited Port of Spain

27

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
TUNISIA		Banque Internationale Arabe de Tunisie, S.A. 00-00 Xxxxxx Xxxxx Xxxxxxxxx X.X. Xxx 000 Xxxxx 0000 XXXXXXX		Banque Internationale Arabe de Tunisie, X.X. Xxxxx
TURKEY		Citibank A.S. Inkilap Mah., Yilmaz Plaza O. Xxxx Xxxxxx Caddesi No: 3 34768 Umraniye- Istanbul TURKEY		JPMorgan Chase Bank, N.A. ** Istanbul
UGANDA		Standard Chartered Bank Uganda Limited 0 Xxxxx Xxxx X.X. Xxx 0000 Xxxxxxx XXXXXX		Standard Chartered Bank Uganda Limited Kampala
*UKRAINE*		ING Bank Ukraine 00-X Xxxxxx Xxxxxx 00000 Xxxx XXXXXXX		JPMorgan Chase Bank, N.A. ** New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
UNITED ARAB EMIRATES - ADX		HSBC Bank Middle East Limited Xxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx Xx. 0 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		The National Bank of Abu Dhabi Abu Dhabi
UNITED ARAB EMIRATES - DFM		HSBC Bank Middle East Limited Xxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx Xx. 0 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		The National Bank of Abu Dhabi Abu Dhabi
UNITED ARAB EMIRATES — NASDAQ Dubai		HSBC Bank Middle East Limited Xxxxx Xxxxxx, Xxxxx 0,Xxxxxxxx Xx. 0 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		JPMorgan Chase Bank, N.A. ** New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)
UNITED KINGDOM		JPMorgan Chase Bank, N.A.** 00 Xxxx Xxxxxx, Xxxxxx Xxxxx Xxxxxx X00 0XX XXXXXX XXXXXXX		JPMorgan Chase Bank, N.A. ** London
		Deutsche Bank AG Depository and Clearing Centre Lower Ground Floor 00 Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX XXXXXX XXXXXXX (for Physical CDs and CPs only)		Varies by currency

00

XXXXXX		XXXXXXXXXXXX		XXXX XXXXXXXXXXXXX XXXX
XXXXXX XXXXXX		JPMorgan Chase Bank, N.A.** 0 Xxx Xxxx Xxxxx Xxx Xxxx, XX 00000 UNITED STATES		JPMorgan Chase Bank, N.A. ** New York
URUGUAY		Banco Itaú Uruguay X.X. Xxxxxx 1463 11000 Montevideo URUGUAY		Banco Itaú Uruguay S.A. Montevideo
VENEZUELA		Citibank, N.A. Centro Comercial El Recreo Torre Norte, Piso 20 Avda. Casanora, Sabana Grande Caracas 1050 D.C. VENEZUELA		Citibank, N.A. Caracas
VIETNAM		HSBC Bank (Vietnam) Ltd. The Metropolitan, 000 Xxxx Xxxx Xxxxxx Xxxxxxxx 0 Xx Xxx Xxxx Xxxx XXXXXXX		HSBC Bank (Vietnam) Ltd. Ho Chi Minh City
*WAEMU - Benin, Burkina Faso, Guinea-Bissau, Ivory Coast, Mali, Niger, Senegal, Togo*		Standard Chartered Bank Cote d’Ivoire SA 00 Xxxxxxxxx xx xx Xxxxxxxxxx 1 01 B.P. 1141 Abidjan 17 IVORY COAST		Standard Chartered Bank Cote d’Ivoire SA Abidjan
ZAMBIA		Standard Chartered Bank Zambia Plc Standard Chartered House Cairo Road P.O. Box 32238 Lusaka 10101 ZAMBIA		Standard Chartered Bank Zambia Plc Lusaka
*ZIMBABWE*		Stanbic Bank Zimbabwe Limited Stanbic Centre, 3rd Floor 59 Samora Machel Avenue Harare ZIMBABWE		Stanbic Bank Zimbabwe Limited Harare

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

29

SCHEDULE 2

Persons Authorized To Give Instructions

Full Name and Official
Position Method of
Instruction* Telephone
Number Specimen Signature

Signed for and on behalf of Customer by:

Signature:

Name:

Position:

* i.e. writing, telephone or facsimile

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SCHEDULE 3

Authorized Fund Managers/Advisers

Persons authorized as fund managers will also have to complete an authority in similar form to Schedule 2, but with some additional wording. A specimen copy is attached as Appendix A.

Full name of Fund
Manager/Adviser Address Accounts for which authorized*

Signature:

Name:

Title:

* If left blank, the Fund Manager is authorized to give instructions on all accounts.

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SCHEDULE 4

Form of Board Resolution

To: JPMorgan Chase Bank, N.A.

                          20    

We hereby certify that the following is a true copy of the minutes of the Board of Directors of                                                                                         * (the “Company”) which was duly called and held on                                , 20       and at which a duly qualified quorum was present throughout and entitled to vote.

1.	There was produced to the meeting a form of Custody Agreement provided by JPMorgan Chase Bank, N.A. (“J.P. Morgan”) for use in connection with the opening of one or more cash and securities accounts and the conduct of such other transactions between the Company and J.P. Morgan as referred to therein. The form of Custody Agreement produced had been completed by an officer of the Company, and in particular it was noted that details of the Authorized Persons (as defined therein) and details of persons authorized to give instructions on behalf of the Company had been completed in Schedule 2. Details of any Fund Managers and Advisers had been completed in Schedule 3. The indemnities given to J.P. Morgan in the Custody Agreement were also noted. The meeting considered the form of the Custody Agreement.
2.	IT WAS RESOLVED that the form of Custody Agreement (together with the Schedule and Appendices), completed in the manner and form produced at the meeting, be and is hereby approved and that                                                                          ** be and he/she is hereby authorized, for and on behalf of the Company, to sign and deliver the same together with such changes and amendments thereto as he/she may in his/her sole discretion think fit.
3.	There was produced to the meeting a form of power of attorney (“power of attorney”) to be given by the Company to J.P. Morgan to enable J.P. Morgan to provide tax reclaim services as provided for in the Custody Agreement. The meeting considered the form of the power of attorney and in particular the indemnities contained in it. IT WAS RESOLVED that that power of attorney be and it is hereby approved and that it be executed under seal in accordance with the Company’s constitution.

                                                                         Director

                                                                       Secretary

*Name of Company in full.

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APPENDIX A

Specimen Fund Manager Mandate

TO:	JPMORGAN CHASE BANK, N.A.
GLOBAL CUSTODY DIVISION
DATE:

Dear Sirs,

Re: Global Custody for (the “Customer”).

We warrant that we have been appointed by Customer as its fund manager for the account(s) listed below and that we have full authority from Customer to give instructions in respect of all transactions relating to the account(s). We agree to indemnify and hold J.P. Morgan harmless for any losses, costs or liabilities it or its agents incur as a result of any breach of this warranty.

We set out overleaf the names and specimen signatures of those individuals authorized by us to operate accounts and give instructions on behalf of Customer in respect of the account(s).

J.P. Morgan may accept and act on any instructions that have been verified in accordance with a Security Procedure, as defined in the Global Custody Agreement between J.P. Morgan and Customer, or, if no such Security Procedure is applicable, which J.P. Morgan believes in good faith to have been given by one of those individuals listed below.

We acknowledge that J.P. Morgan may record our telephone conversations and agree to ensure that any codes, passwords or similar devices are reasonably safeguarded.

Unless specified otherwise, all persons authorized to give instructions shall be authorized to give instructions in respect of all securities and cash accounts, for foreign exchange, and shall be authorized to give instructions notwithstanding that they may result in an overdraft on any cash account.

Signed for and on behalf of [Name of fund manager]

Signature:

Name:

Position:

Evidence of Authority to sign this Letter is enclosed

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ACCOUNT(S) COVERED BY THIS MANDATE:

Full Name and
Official Position Method of
Instruction* Telephone
Number Specimen Signature

* i.e. writing, telephone or facsimile

34

Annex A

Electronic Access

1. J.P. Morgan may permit the Customer and its Authorized Persons to access certain electronic systems, applications and Data (as defined below) in connection with the Agreement (collectively, the “Products”). J.P. Morgan may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. J.P. Morgan shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if J.P. Morgan reasonably determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. To the extent that such a termination or suspension of access occurs, J.P. Morgan shall use commercially reasonable best efforts to provide Customer with access through reasonable alternative means to products and services that Customer determines in good faith to be required in connection with its business under the circumstances. Access to the Products shall be subject to the Security Procedures.

2. In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license addendum in relation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P. Morgan grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products (the “Data”) for the Customer’s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex.

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

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

5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. J.P. Morgan shall own all right, title and interest in the data reflecting Customer usage of the Products or J.P. Morgan’s web site (including, but not limited to, general usage data and aggregated transaction data). J.P. Morgan may use and sublicense data obtained by it regarding the Customer’s use of the Products or J.P. Morgan’s website, as long as J.P. Morgan does not disclose to others that the Customer was the source of such data or the details of individual transactions effected using the Products or web site.

6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.

7. The Customer shall promptly and accurately designate in writing to J.P. Morgan the geographic location of its users upon written request. The Customer further represents and warrants to J.P. Morgan that the Customer shall not access the service from any jurisdiction which J.P. Morgan informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer’s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable J.P. Morgan to process the data set out therein for the purposes of providing the Products.

8. The Customer will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC of the

35

European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.

36