SMA Relationship Trust Global Custody Agreement – JPMCB New York – General – July 2010

Exhibit 99.g.1

SMA Relationship Trust

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

Table of contents

1.	INTENTION OF THE PARTIES; DEFINITIONS		1
	1.1	Intention of the Parties	1
	1.2	Definitions; Interpretation	1
2.	WHAT X.X. XXXXXX IS REQUIRED TO DO		4
	2.1	Set Up Accounts	4
	2.2	Cash Account	5
	2.3	Segregation of Assets; Nominee Name	5
	2.4	Settlement of Transactions	6
	2.5	Contractual Settlement Date Accounting	6
	2.6	Actual Settlement Date Accounting	7
	2.7	Income Collection (AutoCreditâ)	7
	2.8	Miscellaneous Administrative Duties	7
	2.9	Corporate Actions	8
	2.10	Class Action Litigation	8
	2.11	Proxies	8
	2.12	Statements of Account	9
	2.13	Access to X.X. Xxxxxx’x Records	9
	2.14	Maintenance of Financial Assets at Subcustodian Locations	10
	2.15	Tax Relief Services	10
	2.16	Foreign Exchange Transactions	10
	2.17	Notifications	10
	2.18	Compliance with Securities and Exchange Commission (“SEC”) Rule 17f-5 (“Rule 17f-5”)	11
	2.19	Compliance with SEC Rule 17f-7 (“rule 17f-7”)	12
3.	INSTRUCTIONS		13
	3.1	Acting on Instructions; Method of Instruction and Unclear Instructions	13
	3.2	Verification and Security Procedures	13
	3.3	Instructions; Contrary to Law/Market Practice	13
	3.4	Cut-Off Times	13
	3.5	Electronic Access	14
4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO X.X. XXXXXX		14
	4.1	Fees and Expenses	14
	4.2	Overdrafts	14
	4.3	X.X. Xxxxxx’x Right Over Securities; Set-off	14
5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS		15
	5.1	Appointment of Subcustodians; Use of Securities Depositories	15
	5.2	Liability for Subcustodians	16
6.	ADDITIONAL PROVISIONS		17
	6.1	Representations of the Customer and X.X. Xxxxxx	17
	6.2	The Customer is Liable to X.X. Xxxxxx Even if it is Acting for Another Person	17
	6.3	Special Settlement Services	18
7.	WHEN X.X. XXXXXX IS LIABLE TO CUSTOMER		18
	7.1	Standard of Care; Liability	18
	7.2	Force Majeure	19
	7.3	X.X. Xxxxxx May Consult With Counsel	20
	7.4	X.X. Xxxxxx Provides Diverse Financial Services and May Generate Profits as a Result	20
	7.5	Assets Held Outside X.X. Xxxxxx’x Control	20
	7.6	Ancillary Services	20
	7.7	Liability by Fund	20
8.	TAXATION		21
	8.1	Tax Obligations	21
	8.2	Tax Relief Services	21
9.	TERMINATION		22

	9.1	Termination		22
	9.2	Exit Procedure		23
10.	MISCELLANEOUS			23
	10.1	Notices		23
	10.2	Successors and Assigns		23
	10.3	Entire Agreement		23
	10.4	Information Concerning Deposits at X.X. Xxxxxx’x London Branch		24
	10.5	Insurance		24
	10.6	Security Holding Disclosure		24
	10.7	USA PATRIOT Act Disclosure		24
	10.8	Governing Law and Jurisdiction		24
	10.9	Severability; Waiver; and Survival		25
	10.10	Confidentiality		25
	10.11	Counterparts		26
	10.12	No Third Party Beneficiaries		26
EXHIBIT A List of Funds			28
SCHEDULE 1 List of Subcustodians and Markets Used by X.X. Xxxxxx			29
SCHEDULE 2 Form of Board Resolution			42
SCHEDULE 3 X.X. Xxxxxx Worldwide Securities Services Custody Restricted Markets Schedule			43
SCHEDULE 4 Fees			47
ANNEX A Electronic Access			48

GLOBAL CUSTODY AGREEMENT

This Agreement, dated June 27, 2012, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“X.X. Xxxxxx”), with a place of business at Xxx Xxxxxx Xxxxxx, Xxxxx 00, Xxxxxx, XX, 00000; and each investment company identified on Exhibit A hereto (as such exhibit may be amended from time to time) (each such investment company, a “Customer”), acting on behalf of its respective series or portfolios identified on Exhibit A, as may be amended from time to time, and in the case of those investment companies for which no separate series or portfolios are identified on such Exhibit A, acting for and on behalf of itself (each such series, portfolio or investment company, as the case may be, hereinafter referred to as a “Fund”).  For the sake of clarity, the term Customer when modified by the phrase “on behalf of a Fund”; “with respect to a Fund”; or similar phrasing covers both an investment company acting on behalf of its series or portfolio and an investment company (without separate series or portfolios) acting on behalf of itself.

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 the 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.  The 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.

(c) The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement. Other services are subject to separate terms and conditions, which X.X. Xxxxxx will make available to the Customer upon request.

(d) Customer is an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as an open-end investment company;

1.2 Definitions; Interpretation

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

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

“Affiliate” means an entity controlling, controlled by, or under common control with, X.X. Xxxxxx or the Customer, as the case may be.

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

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

“Authorized Person” means any person who has been designated by written notice from the Customer in the form as provided by X.X. Xxxxxx (or by written notice in the form as provided by X.X. Xxxxxx from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf of the Customer under this Agreement and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of Instructions.  Such persons will continue to be Authorized Persons until

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such time as X.X. Xxxxxx receives and has had a reasonable time to act upon Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person, upon which Instructions X.X. Xxxxxx shall act as soon as practicable.

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

“Confidential Information” means and includes all non public information (including a Fund’s portfolio holdings, securities transactions and account balances) concerning the Customer (including each of the Funds and their shareholders) or the Accounts 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 a 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.

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

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

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

“Instruction” 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.

“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.

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

“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 shares, participations and interests in an issuer recognized in the country in which it is issued or

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dealt in as a medium for investment and any other property as may be acceptable to X.X. Xxxxxx for the Securities Account.

“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 U.S., an “Eligible Securities Depository” which, in turn, shall have the same meaning as in SEC rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order; provided that, prior to the compliance date with rule 17f-7 for a particular securities depository the term “securities depositories” shall be as defined in (a)(1)(ii)-(iii) of the 1997 amendments to rule 17f-5, and (ii) when referring to a securities depository located in the U.S. shall mean a “securities depository” as defined in rule 17f-4(c)(6).

“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 custody accounts for others and acts in that capacity.

“Security Procedure” means a security procedure to be followed by the 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 between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties.  A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption or telephone call backs, and may be updated by X.X. Xxxxxx from time to time upon notice to the Customer. The Customer acknowledges that the Security Procedure is designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of the Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utility’s customary procedures, shall be deemed to be an authorized Instruction; provided that nothing in the foregoing clause shall require Customer to use SWIFT messaging as a method for providing Instructions.

“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) and includes any Affiliated Subcustodian.

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

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

(d) Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term “including” shall be deemed to mean “including but not limited

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

(ii) one or more separate accounts in the name of the Customer (or in another name requested by the 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 the Customer.

Notwithstanding paragraph 2.1(a)(ii), cash held in respect of those markets where the 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 the 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 the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer on behalf of a Fund to a securities exchange, clearing corporation, or other central counterparty (a “Counterparty”) to secure trading activity by the Customer with respect to such Fund, 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 any collateral arrangements in effect among X.X. Xxxxxx, such Fund, 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 the 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 the Customer (for example by a certified copy of a resolution of the Customer’s board of directors or equivalent governing body, substantially in the form set out in Schedule 2);

(iii) X.X. Xxxxxx’x standard form fund manager mandate completed by the fund manager designated by the Customer; and

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

(e) X.X. Xxxxxx reserves the right to reverse any transactions that were credited to the Accounts due to mis-postings and other similar causes.

2.2 Cash Account

(a) X.X. Xxxxxx will identify in its books that cash held in a Cash Account of the Customer belong to the Customer, for itself or on behalf of the Fund to which such Cash Account relates.  Any amount standing to the credit of a Cash Account is a debt due from X.X. Xxxxxx to the Customer on behalf of the Fund to which the Cash Account relates as banker.  Except as otherwise provided in Instructions acceptable to X.X. Xxxxxx, all cash held in a 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 the 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 a Securities Account of the Customer belong to the Customer, for itself or on behalf of the Fund to which such Security Account relates, (except as otherwise may be agreed by X.X. Xxxxxx and the 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 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; and

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

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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.  Without limiting the generality of the foregoing, the 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 the 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 the Customer.  In the case of the failure of the 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 the Customer’s counterparty continues to fail to deliver the expected consideration, X.X. Xxxxxx will provide information reasonably requested by the Customer that X.X. Xxxxxx has in its possession to allow the Customer to enforce rights that the Customer has against the 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.

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 eligible 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 of the applicable Fund to which such transaction relates 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 a purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), X.X. Xxxxxx will debit the Cash Account of the applicable Fund to which such transaction relates for the settlement amount and credit a separate account at X.X. Xxxxxx. X.X. Xxxxxx then will post the applicable Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until X.X. Xxxxxx or a Subcustodian actually receives them.

Upon request, X.X. Xxxxxx shall provide the Customer with a list of those markets for which it provides contractual settlement date accounting.  X.X. Xxxxxx may add markets to or remove markets from such list upon reasonable notice to the 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 prompt notice to the Customer in cases where X.X. Xxxxxx reasonably believes that the transaction will not settle in the ordinary course within a reasonable time.  The Customer will be responsible for any costs or Liabilities resulting from such reversal; provided, however, when Customer is acting on behalf of a Fund, the responsibility for any costs or Liabilities resulting from such reversal shall be that of the Fund to which such transaction relates and payable only from the assets of such Fund.  The Customer acknowledges that the procedures described in Section 2.5 are

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of an administrative nature, and X.X. Xxxxxx does not undertake to make loans and/or Financial Assets available to the 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 settled by X.X. Xxxxxx.

2.7 Income Collection (AutoCreditâ)

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

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

(c) In markets where X.X. Xxxxxx does not provide an AutoCredit service, 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.

X.X. Xxxxxx will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and promptly notify the Customer of the late payment, but neither X.X. Xxxxxx nor its Subcustodians will be obliged to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

2.8 Miscellaneous Administrative Duties

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

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

(b) In the event that, as a result of holding of Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, X.X. Xxxxxx will credit the Customer with the amount of

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cash equivalent in value to the fractional interest it would have received had the Financial Assets not been held in an omnibus account, and the 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 a 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 reflect the material points concerning the applicable Corporate Action) to the Customer or its Authorized Person.

(b) X.X. Xxxxxx will act in accordance with the Customer’s Instructions in relation to such Corporate Actions.  If the Customer fails to provide X.X. Xxxxxx with timely Instructions with respect to any Corporate Action, neither X.X. Xxxxxx nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by X.X. Xxxxxx and the Customer or as may be set forth by X.X. Xxxxxx as a default action in the notification it provides under Section 2.9(a) with respect to that Corporate Action.

2.10 Class Action Litigation

Any notices received by X.X. Xxxxxx’x corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to the Customer if X.X. Xxxxxx, using reasonable care and diligence in the circumstances, identifies that the Customer (including, on behalf of a Fund) 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 the Customer (including, on behalf of a Fund) in respect to such notifications except as otherwise agreed in writing between the Customer and X.X. Xxxxxx.  The services set forth in this Section 2.10 are available only in certain markets, details of which are available from X.X. Xxxxxx on request.

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, 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 enrolment form as well as additional documentation that may be required for certain markets.

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

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

(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 notify the Customer.

2.12 Statements of Account

(a) X.X. Xxxxxx will provide the 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.  The 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 the Customer, as the case may be.

(b) The Customer acknowledges that information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes.  X.X. Xxxxxx will not be liable for any loss or damage arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted, unless such inaccuracy arises out of X.X. Xxxxxx’x fraud, negligence, willful misconduct or reckless disregard in the performance of its obligations under this Agreement.

2.13 Access to X.X. Xxxxxx’x Records

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

(b) X.X. Xxxxxx will, upon reasonable written notice, allow the 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.  The Customer shall reimburse X.X. Xxxxxx for the reasonable cost of copying, collating and researching archived information.

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(c) The books and records pertaining to Customer which are in possession of X.X. Xxxxxx shall be the property of Customer.  If requested by Customer, X.X. Xxxxxx shall provide any and all such records to the Customer and, if requested by Customer, return such books and records to the Customer or its designees promptly upon termination of this Agreement (whether such books and records are in written or electronic form).  However, X.X. Xxxxxx shall be entitled to retain copies of such books and records as required by Applicable Law governing X.X. Xxxxxx.  X.X. Xxxxxx shall keep all books and records customarily maintained and legally required to be maintained by the custodian of a registered investment company, and such books and records shall be prepared and maintained in the manner and for the periods required by the 1940 Act and rules thereunder.

2.14 Maintenance of Financial Assets at Subcustodian Locations

(a) 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 the Customer.

(b) X.X. Xxxxxx reserves the right to restrict the services it provides in certain markets that are deemed by X.X. Xxxxxx to be restricted markets from time to time.  A current list of these markets, and a summary of the related restrictions, is set forth on Schedule 3.  X.X. Xxxxxx may update Schedule 3 from time to time upon notice to the Customer.

2.15 Tax Relief Services

X.X. Xxxxxx will provide tax relief services as provided in Section 8.2.

2.16 Foreign Exchange Transactions

To facilitate the administration of the 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 the 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 Bank, 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.

2.17 Notifications

Information concerning the Accounts may only be made available to the Customer through X.X. Xxxxxx’x website if agreed to in writing between X.X. Xxxxxx and Customer.

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2.18 Compliance with Securities and Exchange Commission (“SEC”) Rule 17f-5 (“Rule 17f-5”).

(a) Customer’s board of directors (or equivalent body) (hereinafter ‘Board’) hereby delegates to X.X. Xxxxxx, and, except as to the country or countries as to which X.X. Xxxxxx may, from time to time, advise Customer in advance that it does not accept such delegation, X.X. Xxxxxx hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the Investment Company Act of 1940, as amended (“1940 Act”)), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and Cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).  X.X. Xxxxxx represents and warrants to Customer that any and all information it provided to Customer in connection with Customer’s determination to appoint the X.X. Xxxxxx as its Foreign Custody Manager was at the time it was provided and continues to be true, correct and complete in all material respects.

(b) In connection with the foregoing, X.X. Xxxxxx shall:

(i) provide written reports notifying Customer’s Board of the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);

(ii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;

(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);

(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and Cash based on the standards applicable to custodians in the relevant market.  The contract shall include the provisions set out in rule 17f-5(c)(2)(i)(A)-(F) or, in lieu of some or all such provisions, may contain other provisions that the X.X. Xxxxxx, as Foreign Custody Manager, determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions in their entirety;

(v) have established and shall maintain a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular

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Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that X.X. Xxxxxx shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, X.X. Xxxxxx shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition or placement of the affected foreign Financial Assets and cash.

Subject to (b)(i)-(v) above, X.X. Xxxxxx is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by X.X. Xxxxxx.

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

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

(e) X.X. Xxxxxx shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto.  Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) X.X. Xxxxxx has gathered the information from sources it considers reliable, but that X.X. Xxxxxx shall have no responsibility for inaccuracies or incomplete information.

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

(a) X.X. Xxxxxx shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s foreign Financial Assets with each Eligible Securities Depository used by X.X. Xxxxxx as of the date hereof (or, in the case of an Eligible Securities Depository not used by X.X. Xxxxxx as of the date hereof, prior to the initial placement of Customer’s foreign Financial Assets at such Depository) and at which any foreign Financial Assets of Customer or Fund are held or are expected to be held.  The foregoing analysis will be provided to Customer at X.X. Xxxxxx’x Website.  In connection with the foregoing, Customer shall notify X.X. Xxxxxx of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held.  X.X. Xxxxxx shall monitor the custody risks associated with maintaining Customer’s foreign Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks.

(b) X.X. Xxxxxx shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.19(a) above.

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(c) Based on the information available to it in the exercise of diligence, X.X. Xxxxxx shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 2 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible.  (Eligible Securities Depositories used by X.X. Xxxxxx as of the date hereof are set forth in Schedule 2 hereto, and as the same may be amended on notice to Customer from time to time.)

3. INSTRUCTIONS

3.1 Acting on Instructions; Method of Instruction and Unclear Instructions

(a) The Customer authorizes X.X. Xxxxxx to accept, rely upon and/or act upon any Instructions received by it without inquiry.  The Customer will indemnify the X.X. Xxxxxx Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the X.X. Xxxxxx Indemnitees as a result of any action or omission taken in accordance with any Instruction.  The Customer acknowledges and agrees that X.X. Xxxxxx acting on Instructions as aforesaid will not constitute fraud, negligence, willful default on the part of X.X. Xxxxxx.

(b) To the extent possible, instructions to X.X. Xxxxxx shall be sent via electronic instruction or trade information system acceptable to X.X. Xxxxxx or via facsimile transmission.  Where reasonably practicable, the Customer will 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.

3.2 Verification and Security Procedures

X.X. Xxxxxx and the 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.

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, and 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 the Customer within a reasonable timeframe 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 the 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.

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3.5 Electronic Access

Access by the 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 Annex A.

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

4.1 Fees and Expenses

The Customer will pay X.X. Xxxxxx for its services under this Agreement the fees and expenses set forth on Schedule 4 attached hereto.  X. X. Xxxxxx shall provide Customer with receipts, invoices or other appropriate written evidence reasonably satisfactory to Customer confirming any expenses incurred, upon request by the Customer.  Invoices will be payable within thirty (30) days of receipt of the invoice by the Customer.  If the Customer disputes an invoice it shall nevertheless pay on or before the date that payment is due such portion of the invoice that is not subject to a bona fide dispute. X.X. Xxxxxx may deduct amounts invoiced from the Cash Account of the Customer with respect to which the charges on the invoice relate except to the extent that the Customer has objected to the invoice within thirty (30) days of receipt of the invoice by the Customer (or such other period as the parties may agree in writing).  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.

4.2 Overdrafts

If a debit to any currency in a Cash Account results in a debit balance, 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 causing such debit balance, or (iii) if any such transaction is posted to a Securities Account, reverse any such posting and X.X. Xxxxxx shall provide notice to Customer upon the taking of any such action described in clause (i), (ii) or (iii) above as soon as reasonably practicable.  If X.X. Xxxxxx elects to make such an advance, the advance will be deemed a loan to the Customer on behalf of the Fund that received such advance, payable on demand, bearing interest at the applicable rate charged by X.X. Xxxxxx from time to time, for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against the Customer with respect to any overdraft) 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 the Customer’s behalf will be asserted by the Customer against X.X. Xxxxxx for X.X. Xxxxxx’x refusal to make advances to a Cash Account or to settle any transaction for which the Customer does not have sufficient available funds in the applicable currency in an Account.  The Customer shall be deemed to be in default with respect to any such advance upon the occurrence of any event of the type specified in section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to time.

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

Without prejudice to X.X. Xxxxxx’x rights with respect to the security interest described in Section 9-206 of the New York Uniform Commercial Code , X.X. Xxxxxx and its Affiliates shall have, and the Customer on behalf of each Fund grants to X.X. Xxxxxx a security interest in and a lien on the Financial Assets held in the Securities Account of such Fund as security for any and all Liabilities accrued and outstanding from time to time with respect to such Fund owed to X.X. Xxxxxx or any of its Affiliates (including, overdrafts occurring in omnibus clearing accounts maintained at X.X. Xxxxxx on behalf of such Fund), and X.X. Xxxxxx shall be entitled to : (1)  withhold delivery of such Financial Assets of such Fund, (2) withhold delivery of cash credited to the Cash Account of such Fund, and (3) to apply any monies credited to the Cash Account of such Fund (and to enter

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into foreign exchange transactions at market rates in order to facilitate the same) in satisfaction of such Liabilities; provided, however, that in each of the foregoing cases in clauses (1) through (3) above, (i) the amount applied shall not be greater than the amount of such Liabilities, (ii) the rights of X.X. Xxxxxx and its Affiliates under clauses (1) through (3) above shall not apply to accrued and outstanding Liabilities subject to a bona fide dispute (provided, however, that X.X. Xxxxxx’x right to withhold delivery of cash credited to the applicable Fund’s Cash Account or Financial Assets credited to the applicable Fund’s Securities Account shall continue to apply with respect to the principal amount of any extension of credit to the applicable Fund) , (iii) X.X. Xxxxxx and its Affiliates shall allow Customer a commercially reasonable opportunity (taking into account the circumstances) to cure any undisputed accrued and outstanding Liabilities owing to X.X. Xxxxxx or an Affiliate before applying any monies credited to the Cash Account in satisfaction of such Liabilities, and (iv) X.X. Xxxxxx and its Affiliates shall not realize, sell or dispose of any Financial Assets held in the Securities Account unless and until one or more of the following events have occurred: (A) a bankruptcy filing of the Customer or Fund, (B) a filing, notice or commencement of liquidation, merger or consolidation of the Customer or Fund, (C) a material breach of any representation or warranty under this Agreement by the Customer or Fund, (D) the Customer or Fund’s event of default under any credit agreement or facility between the Customer or Fund (as the case may be) and X.X. Xxxxxx or any of its Affiliates, (E) the Customer or Fund’s event of default under any of the Customer or Fund’s (as the case may be) ISDA Agreements, (F) UBS Global Asset Management (Americas), Inc. is no longer the investment adviser of the Customer or Fund, or (G) the expiration or suspension of the Customer or Fund’s Registration Statement.  For the avoidance of doubt, however, the limitations set forth above do not limit the exercise by X.X. Xxxxxx or any of its Affiliates of rights with regard to any other collateral arrangement which they may enter into with any Fund or of rights as a judgment creditor in the event that X.X. Xxxxxx or any of its Affiliates obtain a judgment against a Fund.

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 the Customer’s Financial Assets with Subcustodians.  At the request of Customer, X.X. Xxxxxx may, but need not, add to Schedule 1 an Eligible Foreign Custodian where X.X. Xxxxxx has not acted as Foreign Custody Manager with respect to the selection thereof.  X.X. Xxxxxx shall notify Customer in the event that it elects to add any such entity.  X.X. Xxxxxx 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 the 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 held by a foreign Subcustodian, except for liens or rights in favor of creditors of such 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 the 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.  This Section 5.1(b) will

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not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian.

(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 the Customer incurs a loss due to the negligence, willful misconduct, 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 proof of claim in any insolvency proceeding, or take any similar action.

(d) The term Subcustodian as used in this Section 5.1 shall mean the following:

(i) a ‘U.S. Bank,’ which shall mean a U.S. bank as defined in rule 17f-5(a)(7);

(ii) an ‘Eligible Foreign Custodian,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States.  In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.

(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which X.X. Xxxxxx has not acted as Foreign Custody Manager.

5.2 Liability for Subcustodians

(a) Subject to Section 7.1(b), X.X. Xxxxxx will be liable for direct losses incurred by the 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.

(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 the Customer that result from the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.

(c) 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 the 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 authority that supervises or regulates such Subcustodian.

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6. ADDITIONAL PROVISIONS

6.1 Representations of the Customer and X.X. Xxxxxx

(a) The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use X.X. Xxxxxx as its custodian in accordance with the terms of this Agreement, 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 the Customer’s legal, valid and binding obligation, enforceable against the Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by X.X. Xxxxxx or any person on its behalf other than as set forth in this Agreement, and acknowledges that this Agreement sets out to the fullest extent the duties of X.X. Xxxxxx under this Agreement; (iv) it is a resident of the United States and shall notify X.X. Xxxxxx of any changes in residency and (v) the Financial Assets and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the 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.

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 the 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 and warrants that (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is X.X. Xxxxxx’x legal, valid and binding obligation, enforceable against X.X. Xxxxxx in accordance with its terms and (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) any and all information provided to Customer or its representatives in connection with the Customer’s evaluation of X.X. Xxxxxx’x experience and capabilities and Customer’s decision to appoint X.X. Xxxxxx as its custodian was at the time it was provided true, correct and complete in all material respects; and (iv) it has established and maintains and enforces written policies and procedures reasonably designed to prevent material and intentional violations of Applicable Law relating to X.X. Xxxxxx’x duties as custodian (including federal securities laws prohibiting unlawful use and disclosure of material, non-public information regarding an issuer (such as Customer) or a security (such as Customer’s shares) by X. X. Xxxxxx as custodian.

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

If the 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 treat the Customer as its principal for all purposes under this Agreement.  In this regard, the Customer will be liable to X.X. Xxxxxx as a principal in respect of any transactions relating to the Account.  The foregoing will not affect any rights X.X. Xxxxxx might have against the Customer’s principal or the other person envisaged by Section 2.1(a).

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6.3 Special Settlement Services

X.X. Xxxxxx may, but shall not be obliged to, make available to the Customer from time to time special settlement services (including continuous linked settlement) for transactions involving Securities, cash, foreign exchange, and other instruments or contracts.  The Customer shall comply, and shall cause its Authorized Persons to comply, with the requirements of any external settlement agency through which such settlements may be processed, including, without limitation, its rules and by-laws, where applicable.

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

7.1 Standard of Care; Liability

(a) X.X. Xxxxxx shall use reasonable care with respect to its obligations under this Agreement and the safekeeping of Financial Assets and cash.

(b) In no event shall X.X. Xxxxxx be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits or business) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, resulting from X.X. Xxxxxx’x performance under this Agreement, or X.X. Xxxxxx’x role as a service provider to the Customer.

(c) X.X. Xxxxxx shall indemnify and hold the Customer and the Funds, their Affiliates, and their respective directors, officers and employees (collectively, “Customer Indemnitees”) harmless from and against any and all Liabilities that may be imposed on, incurred by or asserted against any of the Customer Indemnitees in connection with or arising out of X.X. Xxxxxx’x refusal or failure to comply with the material terms of this Agreement; X.X. Xxxxxx’x breach of any material representation made by it herein; X.X. Xxxxxx’x lack of good faith or acts involving negligence, fraud, willful misconduct or reckless disregard of its duties under this Agreement; X.X. Xxxxxx’x violation of Applicable Law; or X.X. Xxxxxx’x breach of the standard of care in this Agreement.

(d) The Customer shall indemnify and hold the X.X. Xxxxxx Indemnitees harmless from and against any and all Liabilities that may be imposed on, incurred by or asserted against any of the X.X. Xxxxxx Indemnitees in connection with or arising out of (i) X.X. Xxxxxx’x performance under this Agreement, provided the X.X. Xxxxxx Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or violated Applicable Law or (ii) any X.X. Xxxxxx Indemnitee’s status as a holder of record of the Customer’s Financial Assets.  Nevertheless, subject to 7.1(b),  the 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 Sections 5.2(a) or 7.1(c) of this Agreement.

(e) Without limiting Sections 7.1(a), 7.1(b) or 7.1(c), the 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 the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; and (iii) advise the 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.

(f) In connection with any indemnification required under this Agreement, the party seeking indemnification (“Indemnified Party”) shall give written notice within a reasonable period of time to the other party (“Indemnifying Party”) of a written assertion or claim of any threatened or pending legal proceeding which may be subject to this indemnification.

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The failure to do so notify the Indemnifying Party of such written assertion or claim shall not, however, operate in any manner whatsoever to relieve the Indemnifying Party of any liability arising under this Agreement, except to the extent failure to give notice prejudices the Indemnifying Party.

(g) For any legal proceeding giving rise to indemnification under this Agreement, the Indemnifying Party shall be entitled to defend or prosecute any claim in the name of the Indemnified Party at its own expense and through counsel of its own choosing if it gives written notice to the Indemnified Party within fifteen (15) business days of receiving notice of such claim.  Notwithstanding the foregoing, the Indemnified Party may participate in the litigation at its own expense through counsel of its own choosing.  If the Indemnifying Party chooses to defend or prosecute such claim, then the parties shall cooperate in the defense or prosecution thereof and shall furnish such records and other information as are reasonably necessary.

(h) No shareholder of the Customer (or any Fund thereof), or any trustee, officer, employee or agent of the Customer (or any Fund thereof), shall be subject to claims against or obligations of the Customer (or any Fund thereof) to any extent whatsoever.  X.X. Xxxxxx agrees that the obligations assumed by the Customer (or any Fund thereof) under this Agreement shall be limited in all cases to the Customer (and specifically to the relevant Fund and its assets), and X.X. Xxxxxx shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Customer (or the relevant Fund) or from any other Fund of the Customer, or from any trustee, officer, employee or agent of the Customer (or any Fund thereof).

(i) The provisions of this Section 7.1 shall survive the termination of this Agreement.

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 the 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 and directly attributable to X.X. Xxxxxx’x negligence 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).

Similarly, Customer shall have no liability hereunder for any damage, loss, expense or liability of any nature that X.X. Xxxxxx 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 governmental authority (de jure or de facto), legal constraint, fraud or forgery of a third party in the absence of Customer’s negligence, malfunction of equipment or software (except where such malfunction is primarily attributable to Customer’s negligence 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 (in the absence of Customer’s negligence), or any other cause beyond the reasonable control of Customer and that is not attributable to Customer’s negligence (including, without limitation, the non-availability of appropriate foreign exchange).

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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 professional advisors in relation to matters of Applicable Law or market practice (which may be the professional advisors of the Customer), and will not be liable to the Customer under this Agreement for any action reasonably taken or omitted pursuant to such advice, provided X.X. Xxxxxx exercised reasonable care in the selection of such professional advisors and acted reasonably in reliance on such advice.

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

The 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 the 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 the Customer.  X.X. Xxxxxx is not under any duty to disclose any such information.

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

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

7.7 Liability by Fund

Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of a particular Fund under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, such particular Fund and shall be payable solely from the available assets of such particular Fund and shall not be binding upon or affect any assets of any other Fund.

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8. TAXATION

8.1 Tax Obligations

(a) The 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 of a Fund and remit to the applicable revenue or governmental authority, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of such Fund’s Accounts.

(b) The 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 every material respect, not misleading in any material way, and contains all material information.  The Customer undertakes to notify X.X. Xxxxxx promptly if any information 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 the Customer or any third party acting on behalf of Customer (unless such inaccuracy was caused by X.X. Xxxxxx); (ii) provision to X.X. Xxxxxx or a third party of inaccurate or misleading information by the Customer or any third party acting on behalf of Customer (unless such inaccuracy was caused by X.X. Xxxxxx); (iii) the withholding of material information by the Customer or any third party acting on behalf of Customer (unless such withholding results from any fraud, negligence, willful misconduct, or reckless disregard of X.X. Xxxxxx); or (iv) 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 with respect to Customer then, as and when appropriate and required, additional tax shall be deducted from all income received in respect of the Financial Assets issued to such Customer (including, but not limited to, United States non-resident alien tax and/or backup withholding tax).

(d) The Customer (including, on behalf of and out of the assets of the applicable Fund) will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account of the Customer or applicable Fund; 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 negligent acts or omissions with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to a Cash Account.

8.2 Tax Relief Services

(a) Subject to the provisions of this Section, X.X. Xxxxxx will promptly apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets of a Customer credited to the Securities Account of such Customer that X.X. Xxxxxx believes may be available to the Customer .  To defray expenses pertaining to nominal tax claims, X.X. Xxxxxx may from time-to-time set reasonable minimum thresholds as to a de minimis value of tax reclaims or reduction of withholding which it will pursue in respect of income payments under this Section.

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

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(c) X.X. Xxxxxx will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to the Customer from time to time and X.X. Xxxxxx may, by prompt notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered.  Other than as expressly provided in this Section 8.2, X.X. Xxxxxx will have no responsibility with regard to the Customer’s tax position or status in any jurisdiction.

9. TERMINATION

9.1 Termination

(a) The initial term of this Agreement (“Initial Term”) shall be for a period of five years, commencing as of the date hereof.  Following the Initial Term and any Renewal Term (as defined below), the Customer may renew this Agreement with respect to the Funds specified in the applicable renewal notice for successive two year terms (each such two year term, a “Renewal Term”) by providing to X. X. Xxxxxx written notice of Customer’s intent to renew this Agreement at least 30 days prior to the expiration of the Initial Term or then current Renewal Term, as the case may be.  No renewal of this Agreement shall be effective unless agreed to by X.X. Xxxxxx.  Either party may terminate this Agreement in whole or with respect to a given Fund at any time without cause or penalty on ninety (90) days’ written notice to the other party.

(b) Notwithstanding Section 9.1(a):

(i) Either party may terminate this Agreement immediately on written notice to the other party with respect to the Funds specified in such termination notice in the event that a material breach of this Agreement by the other party has not been cured within thirty (30) days’ of that party being given written notice of the material breach, provided that any such termination by X.X. Xxxxxx may apply only to the Fund(s) in material breach of this Agreement;

(ii) Either party may terminate this Agreement immediately on written notice to the other party with respect to the Funds specified in such termination notice upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure (a “Bankruptcy Event”), provided that any such termination by X.X. Xxxxxx may apply only to the Fund(s) that experienced a Bankruptcy Event; and

(iii) X.X. Xxxxxx may terminate this Agreement on ninety (90)  days’ written notice to the Customer with respect to the Funds specified in such termination notice in the event that X.X. Xxxxxx reasonably determines that the Customer has ceased to satisfy X.X. Xxxxxx’x customary credit requirements, and provided that any such termination by X.X. Xxxxxx may apply only to the Fund(s) that ceased to satisfy X.X. Xxxxxx’x customary credit requirements.

(iv) The Customer may terminate this Agreement immediately on written notice to X.X. Xxxxxx upon X.X. Xxxxxx or any Affiliate to which services hereunder are delegated (a “JPM Entity”) becoming the subject of an administrative or regulatory proceeding or investigation that the Customer reasonably but in its sole discretion believes may have a material adverse affect on the Customer or may materially impair a

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JPM Entity’s ability to provide some or all of the services hereunder or under other agreements related to the Customer.

9.2 Exit Procedure

The Customer will provide X.X. Xxxxxx, with respect to the Funds with respect to which this Agreement was terminated or expired, 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 or expiration of this Agreement.   X.X. Xxxxxx shall continue its services and 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 or expiration, including ceasing to provide transaction settlement services in the event that X.X. Xxxxxx is unwilling to assume any related credit risk.  For the avoidance of doubt, X.X. Xxxxxx’x rights under Section 4.3 of this Agreement will apply with respect to any amounts owing to it at the time of delivery of Financial Assets to the successor custodian.  The Customer, (including, on behalf of and out of the assets of the applicable Fund), will reimburse X.X. Xxxxxx promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets to such Fund upon termination or expiration.  Termination or expiration will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination or expiration.  For the sake of clarity, the parties acknowledge and agree that any notice of termination delivered pursuant to Sections 9.1(a) or 9.1(b) shall effect a termination only with respect to those Fund(s) specified in such termination notice, and this Agreement shall otherwise remain in full force and effect with respect to those Fund(s) not so specified in such notice and Exhibit A shall accordingly be updated to reflect any such termination.

10. MISCELLANEOUS

10.1 Notices

Notices 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.

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 (1)  X.X. Xxxxxx may assign this Agreement without the Customer’s consent to (a) any Affiliate or subsidiary of X.X. Xxxxxx with comparable expertise and resources 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, and in either instance, X.X. Xxxxxx shall provide notice to Customer of such assignment as soon as reasonably practicable, and (2) the Customer, on behalf of a Fund, may assign this Agreement without X.X. Xxxxxx’x consent in connection with a merger, reorganization or sale of all or substantially all of the assets of the Customer on behalf of a Fund, but provided that any such successor Fund satisfies any new Account opening requirements reasonably required by X.X. Xxxxxx, including, without limitation, any credit review requirements.

10.3 Entire Agreement

This Agreement consisting exclusively of this document and the Schedules, Exhibits, and Riders (and any separate agreement which X.X. Xxxxxx and the Customer may enter into with respect to any Cash Account) sets out the entire agreement between the parties in connection with the subject

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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.

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

Under U.S. federal law, deposit accounts that the 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.

10.5 Insurance

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

10.6 Security Holding Disclosure

With respect to Securities and Exchange Commission Rule 14b-2 under The U.S. Shareholder Communications Act, regarding disclosure of beneficial owners to issuers of Securities, X.X. Xxxxxx is instructed not to disclose the name, address or Security positions of the Customer in response to shareholder communications requests regarding the Account.

10.7 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, the 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 the Customer’s identity, including without limitation the Customer’s name, address and organizational documents (“identifying information”).  The Customer may also be asked to provide information about its financial status such as its current audited and unaudited financial statements.  The 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.

10.8 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 the Customer may now

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or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Customer shall not claim, and it hereby irrevocably waives, such immunity.

10.9 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.

10.10 Confidentiality

(a) Subject to Clause 10.10(b) X.X. Xxxxxx will hold all Confidential Information in confidence and will not disclose any Confidential Information without notice and the express written consent of the Customer except as may be required by Applicable Law, a regulator with jurisdiction over X.X. Xxxxxx’x business, or with the consent of the Customer, provided that prior to disclosing any such Confidential Information pursuant to Applicable Law or as required by any such regulator, X.X. Xxxxxx shall provide Customer with written notice within a reasonable time prior to disclosing Confidential Information to the extent practicable and legally permissible in order to permit Customer to seek a protective order prohibiting the disclosure of such Confidential Information.

(b) 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 believes it is reasonably required in connection with X.X. Xxxxxx’x provision of relevant services under this Agreement;

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

(iii) its Affiliates and branches; and

(iv) any revenue authority or any governmental entity in relation to the processing of any tax relief claim.

Except where X.X. Xxxxxx is instructed to provide Confidential Information to a party designated by the Funds, X.X. Xxxxxx agrees to (i) cause any person to whom it discloses any Confidential Information pursuant to clauses (i), (ii), (iii) or (iv) above to keep such information confidential to the same extent required of X.X. Xxxxxx pursuant to this Agreement or otherwise and (ii) be responsible and liable for any breach of

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confidentiality by any such person, except in the case of disclosure required to be made by Applicable Law.

(c) 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, including, without limitation, any commercial terms, of this Agreement in confidence.

10.11 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.

10.12 No Third Party Beneficiaries

A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.

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SMA RELATIONSHIP TRUST,			JPMORGAN CHASE BANK, N.A.
on behalf of its series or portfolios identified on Exhibit A
By:	/s/ Xxxxxx X. Xxxxxxxx		By:	/s/ Xxxxx-Xx Xxxx
Name:	Xxxxxx X. Xxxxxxxx		Name:	Xxxxx-Xx Xxxx
Title:	Vice President and Assistant Secretary		Title:	Executive Director
Date:	June 27, 2012		Date:	July 13, 2012
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Title:	Vice President and Treasurer
Date:	June 27, 2012

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EXHIBIT A

LIST OF FUNDS

SMA Relationship Trust:

Series A

Series G

Series S

Series M

Series T

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SCHEDULE 1

List of Subcustodians and Markets Used by X.X. Xxxxxx

SEE ATTACHED

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SUBCUSTODIANS AND MARKETS

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
ARGENTINA		HSBC Bank Argentina S.A. Florida 000, 0xx Xxxxx 0000 Xxxxxx Xxxxx XXXXXXXXX		HSBC Bank Argentina S.A. Buenos Aires
AUSTRALIA		JPMorgan Chase Bank, N.A.** Xxxxx 00 XXX Center 000, Xxxxxx Xxxxxx Xxxxxx XXX 0000 XXXXXXXXX		Xxxxxxxxx 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 XXXX XXXXXXX		HSBC Bank Bermuda Limited Xxxxxxxx
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
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

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COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
BULGARIA		ING Bank N.V. Xxxxx Xxxxxx 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		Santander Investment Trust Colombia X.X. Xxxxx 00, Xx. 0-00, Xxxx 0 Xxxxxx XXXXXXXX		Santander 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

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

CROATIA Privredna banka Zagreb d.d. Xxxxxx x.00 00000 Xxxxxx XXXXXXX Zagrebacka Banka d.d. Zagreb

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COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
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
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.

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COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
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 and USD NOSTRO Accounts) The Hongkong and Shanghai Banking Corporation Limited Hong Kong (RMB/CNY NOSTRO Accounts -– free receipts only)
XXXXXXX		Xxxxxxxx Xxxx XX 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
IRELAND		XX Xxxxxx Chase Bank, N.A.** 000 Xxxxxx Xxxx Xxxxxx XX0X 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

33

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
ITALY		BNP Paribas Securities Services S.C.A. Xxx Xxxxxxx, 0 00000 Xxxxx XXXXX		X.X. Xxxxxx AG** Frankfurt
JAPAN		Mizuho Corporate Bank, Limited 0-0 Xxxxxxxxxx-Xxxxxxxxx Xxxx-Xx Xxxxx 000 XXXXX		JPMorgan Chase Bank, N.A. ** Tokyo
		The Bank of Tokyo-Mitsubishi UFJ, Limited 0-0 Xxxxxxxxxx Xxxxxxxxx 0-xxxxx Xxxx-xx Xxxxx 000 XXXXX		JPMorgan Chase Bank, N.A. ** Tokyo
JORDAN		HSBC Bank Middle East Limited Xxxxx 0 Xxxxxx Xxxxxx, 0xx Xxxxxx Xxxxx 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 00000-00000 XXX, Xxxxxxx KENYA		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
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

34

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
*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		HSBC Bank Malta p.l.c. Qormi
MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited HSBC Centre 18 Cybercity Ebene MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited Port Louis
MEXICO		Banco Nacional de Mexico, S.A. Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx Xxxxxxx Xxxxx Xx 00000 Xxxxxx, D.F. MEXICO		Banco Santander, S.A. Mexico, D.F.
MOROCCO		Societe Generale Marocaine de Banques 00 Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxxx 00000 XXXXXXX		Attijariwafa Bank S.A. Casablanca

35

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
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 Middle East Limited Bait Al Falaj Xxxx Xxxxxx Xxxx XX 000 XXXX		HSBC Bank Middle East Limited Ruwi
PAKISTAN		Standard Chartered Bank (Pakistan) Limited X.X. Xxx 0000 Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxx 00000 XXXXXXXX		Standard Chartered Bank (Pakistan) Limited Karachi
*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 XXXX Xxxxx xx Xxxxxxx xxx Xxxx Xxxx

00

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
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 00 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 48 lancu de Hunedoara Blvd. 011745 Bucharest 1 ROMANIA		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)
		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

37

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
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
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 Xxxxxxxxx

00

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
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, Section 0, Xxxx Xx Xxxx Xxxxxx 000 XXXXXX		JPMorgan Chase Bank, N.A. ** Taipei
THAILAND		Standard Chartered Bank (Thai) Public Company Limited 14th Floor, Zone B Sathorn Nakorn Tower 90 North Sathorn Road Bangrak Silom, Bangrak Bangkok 10500 THAILAND		Standard Chartered Bank (Thai) Public Company Limited Bangkok
TRINIDAD AND TOBAGO		Republic Bank Limited 9-17 Park Street Port of Spain TRINIDAD AND TOBAGO		Republic Bank Limited Port of Spain
TUNISIA		Banque Internationale Arabe de Tunisie, S.A. 70-72 Avenue Habib Bourguiba P.O. Box 520 1080 Tunis Cedex TUNISIA		Banque Internationale Arabe de Tunisie, S.A. Tunis
TURKEY		Citibank A.S. Inkilap Mah., Yilmaz Plaza O. Faik Atakan Caddesi No: 3 34768 Umraniye- Istanbul TURKEY		JPMorgan Chase Bank, N.A. ** Istanbul
UGANDA		Standard Chartered Bank Uganda Limited 5 Speke Road P.O. Box 7111 Kampala UGANDA		Standard Chartered Bank Uganda Limited Kampala
*UKRAINE*		ING Bank Ukraine 30-A Spaska Street 04070 Kiev UKRAINE		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.*

39

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
UNITED ARAB EMIRATES - ADX		HSBC Bank Middle East Limited Emaar Square, Level 3, Building No. 5 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 Emaar Square, Level 3, Building No. 5 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 Emaar Square, Level 3,Building No. 5 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.** 125 London Wall London EC4Y 5AJ UNITED KINGDOM		JPMorgan Chase Bank, N.A. ** London
		Deutsche Bank AG The Depository and Clearing Centre Lower Ground Floor 27 Leadenhall Street London EC3A 1AA UNITED KINGDOM (for Global CDs only)		Varies by currency
UNITED STATES		JPMorgan Chase Bank, N.A.** 4 New York Plaza New York, NY 10004 UNITED STATES		JPMorgan Chase Bank, N.A. ** New York
URUGUAY		Banco Itaú Uruguay S.A. Zabala 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, 235 Dong Khoi Street District 1 Ho Chi Minh City VIETNAM		HSBC Bank (Vietnam) Ltd. Ho Chi Minh City

40

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
*WAEMU - Benin, Burkina Faso, Ivory Coast, Guinea-Bissau, Mali, Niger, Senegal, Togo*		Société Générale de Banques en Côte d’Ivoire 5 et 7, Avenue J. Anoma 01 B.P. 1355 Abidjan 01 IVORY COAST		Société Générale de Banques en Côte d’Ivoire 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*		Barclays Bank of Zimbabwe Limited Corporate Centre 1st Floor, Eastern Wing Birmingham Road, Cnr. Paisley Road Harare ZIMBABWE		Barclays Bank of Zimbabwe Limited Harare

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

41

SCHEDULE 2 

Form of Board Resolution

To: JPMorgan Chase Bank, N.A.

                           20   

We hereby certify that the following is a true copy of the resolutions 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.

[INSERT RESOLUTIONS]

                                                                      Director

                                                                      Secretary

*Name of Company in full.

42

SCHEDULE 3

J.P. Morgan Worldwide Securities Services Custody Restricted Markets Schedule

SEE ATTACHED

43

The following table identifies certain markets that J.P. Morgan has determined to be restricted markets and provides summary information about the nature of the restrictions applicable in each.  J.P. Morgan reserves the right to update this Schedule from time to time upon notice to Customer.

Market		Restrictions
Costa Rica		Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgan’s Costa Rican Subcustodian. If J.P. Morgan’s Costa Rican Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Securities that are safekept in Costa Rica. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Iceland		Until further notice from J.P. Morgan, no deposits of Icelandic currency will be held in the Customer’s Cash Account except for the proceeds of sales of Icelandic Securities or where income and corporate action proceeds are paid in local currency. Until further notice from J.P. Morgan, any credit of Icelandic currency to the Customer’s Cash Account with J.P. Morgan will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be applied at Customer’s Instruction to the purchase of Icelandic Securities or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s Icelandic Subcustodian via a foreign exchange transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan.
Lithuania		Until further notice from J.P. Morgan, no deposits of Lithuanian currency will be held in the Customer’s Cash Account except for any existing balances and future proceeds of sales of Securities safekept in Lithuania (“Lithuanian Securities”) or where income and corporate action proceeds are paid in local currency. Until further notice from J.P. Morgan, any credit of Lithuanian currency to Customer’s Cash Account with J.P. Morgan will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be applied at Customer’s direction to the purchase of Lithuanian Securities or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s Lithuanian Subcustodian via a foreign exchange transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan.
Malawi		Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgan’s Malawi Subcustodian. Due to unclear standards in the Malawi market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Securities safekept in Malawi (“Malawi Securities”). If J.P. Morgan’s Malawi Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Malawi Securities. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Palestinian Territories		Until further notice from J.P. Morgan, any credit of U.S. Dollars or Jordanian Dinars to the Customer’s Cash Account with J.P. Morgan applied at Customer’s direction to the purchase or sale of Securities safekept in the Palestinian Territories will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be repatriated or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s Subcustodian in the Palestinian

44

Market		Restrictions
		Territories via a capital remittance transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan. J.P. Morgan’s Palestinian Subcustodian, HSBC Bank Middle East Limited, Palestinian Autonomous Area, advises that the Palestinian Territories are subject to social and political unrest. There is no well defined legal system in place, no satisfactory mechanism for resolving any disputes and an embryonic oversight control of the Palestinian institutions. In the event of bankruptcy of the Palestine Stock Exchange who owns and operates the Central Depository and Settlement Department, there is no system of insurance in place and no mandate at the Palestine Monetary Authority to rescue a failing bank. Clients should therefore be aware that, due to the political uncertainties and ongoing development, issues may arise in the Palestinian Territories in connection with any of the services which the Palestinian Subcustodian is providing under our subcustodian agreement with them. As a result, J.P. Morgan wishes to highlight that there could be disruption in services, and that these disruptions or limitations in service would be considered as force majeure.
Russia (for Russian Equities only)		Customer should refer to the current version of the applicable J.P. Morgan’s Russia briefing memo regarding the registrar company system of recording ownership of equity Securities issued by a Russian issuer (“Russian Equities”). Registrar companies licensed in Russia to provide share registration services to an issuer of Russian Equities (“Russian Registrar Company”) are not Securities Depositories or Subcustodians or otherwise agents of J.P. Morgan. J.P. Morgan provides custody services with respect to Russian Equities only when held through a Russian securities depository in which the Russian Subcustodian participates or when the Russian Subcustodian has a contract with the applicable Russian Registrar Company. Customer should refer to the current version of the applicable Russia briefing memo for information concerning these contracts and steps J.P. Morgan currently takes to monitor the performance of Russian Registrar Companies. J.P. Morgan’s responsibility with respect to the safekeeping of Russian Equities shall be limited to maintaining electronic records of Russian Equities holdings owned by Customer based on either (i) fax or scanned copies of share re-registration notifications issued by a Russian Registrar Company in respect of the Russian Equities (“Russian Share Notifications”), as provided to J.P. Morgan by either the custodian of the Customer’s counterparty in the case of a purchase transaction or by the Russian Registrar Company in the case of a sales transaction, or (ii) electronic copies of notifications issued by a Russian Securities Depository (“Russian Depository Notifications”). J.P. Morgan shall not be responsible for ensuring the validity or genuineness of the notifications (originals or copies) it receives. Due to unclear standards in the Russian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Russian Equities. For clients settling through Russian Registrar Companies, proxy services are available where a signed agreement is in place between the Russian Subcustodian and the applicable Russian Registrar Company.
Ukraine (for Ukrainian Equities only)		Customer should refer to the current version of the applicable J.P. Morgan’s Ukraine briefing memo regarding the account structure and corporate action nuances of the Ukrainian market. For client opening accounts in Ukraine and unincorporated client types in particular, due to unclear standards in the Ukrainian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to equity Securities safekept in Ukraine.

45

Market		Restrictions
West African Economic and Monetary Union (“WAEMU”)		Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgan’s WAEMU Subcustodian. If J.P. Morgan’s WAEMU Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate within one or more of the member states of WAEMU, J.P. Morgan may cease to provide custody services with respect to Securities issued in member states of WAEMU that are settled and safekept at Dépositaire Central/Banque de Règlement S.A.. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Zimbabwe		Until further notice from J.P. Morgan, any credit of U.S. Dollars to the Customer’s Cash Account with J.P. Morgan applied at Customer’s direction to the purchase or sale of Zimbabwe Securities will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be repatriated or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s Zimbabwean Subcustodian via a capital remittance transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan. If J.P. Morgan’s Zimbabwean Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate, J.P. Morgan may cease to provide custody services with respect to Securities that are safekept in Zimbabwe. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.

46

SCHEDULE 4

FEES

SEE SECTIONS B, CI, CII, CIII, APPENDIX IIA AND APPENDIX IIB OF THE ATTACHED FEE ADDENDUM

47

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 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. 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 access to or inability to access the Products via J.P. Morgan’s web site in the absence of J.P. Morgan’s gross negligence or willful misconduct.   Nothing herein supersedes any obligation of J.P. Morgan’s obligations stated elsewhere in the attached Global Custody Agreement with respect to providing accurate and complete data available to J.P. Morgan at the time. .

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

48

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 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.

49