Global Custody Agreement - New York - General - February 2018

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 DEPOSIT OF CASH		5
2.3 SEGREGATION AND REGISTRATION OF ASSETS; NOMINEE NAME		5
2.4 SETTLEMENT OF TRANSACTIONS		6
2.5 CONTRACTUAL SETTLEMENT DATE ACCOUNTING		7
2.6 INCOME COLLECTION (AUTOCREDIT®)		7
2.7 MISCELLANEOUS ADMINISTRATIVE DUTIES		8
2.8 CORPORATE ACTIONS		8
2.9 SECURITY CLASS ACTION SETTLEMENTS		9
2.10 PROXIES		9
2.11 STATEMENTS OF ACCOUNT		9
2.12 ACCESS TO X.X. XXXXXX’X RECORDS		10
2.13 MAINTENANCE OF FINANCIAL ASSETS AT SUBCUSTODIAN LOCATIONS		10
2.14 FOREIGN EXCHANGE TRANSACTIONS		10
2.15 ASSETS NOT CONTROLLED BY X.X. XXXXXX		11
2.16 CHANGE REQUESTS		11

3. INSTRUCTIONS		12

3.1 ACTING ON INSTRUCTIONS; METHOD OF INSTRUCTION AND UNCLEAR INSTRUCTIONS		12
3.2 VERIFICATION AND SECURITY PROCEDURES		12
3.3 INSTRUCTIONS CONTRARY TO LAW/MARKET PRACTICE		13
3.4 CUT-OFF TIMES		13
3.5 ELECTRONIC ACCESS AND CYBERSECURITY		13
3.6 RECORDING OF TELEPHONE COMMUNICATIONS		13

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO X.X. XXXXXX		13

4.1 FEES AND EXPENSES		13
4.2 OVERDRAFTS		14
4.3 X.X. XXXXXX’X RIGHT OVER ACCOUNT ASSETS; SET-OFF		14

5. SUBCUSTODIANS AND SECURITIES DEPOSITORIES		15

5.1 APPOINTMENT OF SUBCUSTODIANS; USE OF SECURITIES DEPOSITORIES		15
5.2 LIABILITY FOR SUBCUSTODIANS AND SECURITIES DEPOSITORIES		15

6. ADDITIONAL PROVISIONS		16

6.1 REPRESENTATIONS OF THE CUSTOMER AND X.X. XXXXXX		16
6.2 THE CUSTOMER IS LIABLE TO X.X. XXXXXX EVEN IF IT IS ACTING FOR ANOTHER PERSON		17
6.3 SPECIAL SETTLEMENT SERVICES		17
6.4 THE CUSTOMER TO PROVIDE CERTAIN INFORMATION TO X.X. XXXXXX		17


6.5 INFORMATION CONCERNING DEPOSITS AT X.X. XXXXXX’X NON-U.S. BRANCHES		17
6.6 INSURANCE		18
6.7 SECURITY HOLDING DISCLOSURE		18
6.8 U.S. REGULATORY DISCLOSURE; CERTAIN INFORMATION OF THE CUSTOMER		18
6.9 CONFIDENTIALITY		18
6.10 USE OF X.X. XXXXXX’X NAME		19

7. WHEN X.X. XXXXXX IS LIABLE TO THE CUSTOMER		19

7.1 STANDARD OF CARE; LIABILITY		19
7.2 FORCE MAJEURE		20
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 ANCILLARY SERVICES		20

8. TAXATION		21

8.1 TAX OBLIGATIONS		21
8.2 TAX RELIEF SERVICES		21

9. TERM AND TERMINATION		22

9.1 TERM AND TERMINATION FOR CONVENIENCE		22
9.2 OTHER GROUNDS FOR TERMINATION		22
9.3 EXIT PROCEDURE		22

10. MISCELLANEOUS		23

10.1 NOTICE		23
10.2 SUCCESSORS AND ASSIGNS		23
10.3 ENTIRE AGREEMENT AND AMENDMENTS		23
10.4 GOVERNING LAW AND JURISDICTION		24
10.5 SEVERABILITY; WAIVER; AND SURVIVAL		24
10.6 COUNTERPARTS		24
10.7 NO THIRD PARTY BENEFICIARIES		24
SCHEDULE A X.X. XXXXXX INVESTOR SERVICES GLOBAL CUSTODY RESTRICTED MARKETS		26
ANNEX A ELECTRONIC ACCESS		38

Global Custody Agreement – New York – General – February 2018 version

GLOBAL CUSTODY AGREEMENT

This agreement, dated February 1, 2019 (the “Agreement”), is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“X.X. Xxxxxx”), with a place of business at 000 Xxxxxxx Xxxxxx 00^xx Xxxxx, Xxx Xxxx, XX 00000; and AETOS DISTRESSED INVESTMENT STRATEGIES FUND, LLC a Delaware limited liability company registered under the Investment Company Act of 1940, as amended with a place of business at 000 Xxxxx Xxxxxx, 0^xx Xxxxx, Xxx Xxxx, XX 00000 (“Customer”)

1.	INTENTION OF THE PARTIES; DEFINITIONS

1.1

Intention of the Parties

(a)

This Agreement sets out the terms on which X.X. Xxxxxx will provide custodial, settlement, asset servicing and other associated services to the Customer. X.X. Xxxxxx will be responsible for the performance of only those duties expressly set forth in this Agreement. The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement.

(b)

Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other burdens and costs. The Customer acknowledges that X.X. Xxxxxx is not providing any legal, tax or investment advice in connection with the services under this Agreement and that Customer remains responsible for assessing and managing investment-related exposures arising out of Country Risk. Accordingly, X.X. Xxxxxx will not be responsible for any Liabilities resulting from Country Risk.

1.2

Definitions; Interpretation

(a)	Definitions

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

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

“Account Assets” has the meaning set forth in Section 4.3(a).

“Affiliated Subcustodian Bank” means a Subcustodian that is both a subsidiary of JPMorgan Chase & Co. and either (i) a bank chartered or incorporated in the United States of America or (ii) a branch or subsidiary of such a bank.

“AML/Sanctions Requirements” means (a) any Applicable Law (including but not limited to the rules and regulations of the United States Office of Foreign Assets Control) applicable to X.X. Xxxxxx, or to any X.X. Xxxxxx Affiliate engaged in servicing any Account, which governs (i) money laundering, the financing of terrorism, insider dealing or other unlawful activities, or the use of financial institutions to facilitate such activities or (ii) transactions involving individuals or institutions which have been prohibited by, or are subject to, sanctions of any governmental authority; and (b) any X.X. Xxxxxx policies and procedures reasonably designed to assure compliance with any such Applicable Law.

“Applicable Law” means any applicable statute, treaty, rule, regulation or law (including 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 an investment manager) to act on behalf of the Customer under this Agreement, any person who has received a User

Global Custody Agreement - New York - General February 2018 version

Code from Customer, or any person authorized by Customer to receive a User Code from X.X. Xxxxxx. Such persons will continue to be Authorized Persons until such time as X.X. Xxxxxx receives and has had reasonable time to act upon Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person.

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

“Confidential Information” means all non-public information concerning the Customer or the Accounts which X.X. Xxxxxx receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information does not include (i) information that is or becomes available to the general public other than as a result of X.X. Xxxxxx’x breach of the terms of this Agreement, (ii) information that X.X. Xxxxxx develops independently without using the Customer’s confidential information, (iii) information that 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 the Customer with respect to that information, or (iv) information that the Customer has designated as non-confidential or consented to be disclosed.

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

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

“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, capital controls, currency restrictions 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 devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

“Dormant Account” has the meaning set forth in Section 2.1(d).

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

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

“Instruction” means an instruction, whether or not in fact authorized, that has been verified in accordance with the Security Procedure or, if no Security Procedure is applicable, that X.X. Xxxxxx believes in good faith to have been given by an Authorized Person.

“X.X. Xxxxxx Affiliate” means an entity controlling, controlled by, or under common control with X.X. Xxxxxx.

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

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on a party’s own income), or expenses of any kind whatsoever (whether actual or contingent and including, without limitation, attorneys’, accountants’, consultants’ and experts’ fees and disbursements reasonably incurred and for the

Global Custody Agreement - New York - General February 2018 version

avoidance of doubt, with respect to any Liabilities owed by the Customer, Liabilities shall also include any and all amounts owing to X.X. Xxxxxx by the Customer’s counterparty in connection with collateral Accounts or control Accounts established at X.X. Xxxxxx pursuant to the Customer’s Instruction) and outstanding from time to time.

“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 and any other property as may be acceptable to X.X. Xxxxxx for the Securities Account.

“Securities Account” has the meaning set forth in Section 2.1(a)(i).

“Securities Depository” means any securities depository, clearing corporation, dematerialized book entry system or similar system for the central handling of Securities.

“Security 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 the applicable security procedure to be followed by the Customer (and its Authorized Persons) and/or by X.X. Xxxxxx, so as to enable X.X. Xxxxxx to verify that an instruction is authorized. The applicable Security Procedure for different types of instructions may be set forth in service level documentation in effect from time to time with respect to the services set forth in this Agreement or in separate documentation, and may be updated by X.X. Xxxxxx from time to time upon notice to the Customer. A Security Procedure may, without limitation, involve the use of User Codes, dual-factor authentication, telephone call backs, or third party utilities. For the avoidance of doubt, an authenticated SWIFT message issued in the name of the Customer through any third party utility that X.X. Xxxxxx has approved as a utility through which Instructions may be provided hereunder, shall be deemed to have been verified through a Security Procedure.

“Subcustodian” means any of the subcustodians appointed by X.X. Xxxxxx from time to time to hold Financial Assets and act on its behalf in different jurisdictions and includes any Affiliated Subcustodian Bank. In no event will an entity that is a Securities Depository, whether or not acting in that capacity, be deemed to be a Subcustodian. For the avoidance of doubt, the transfer agent of a Financial Asset shall not be deemed to be a Subcustodian with respect to that Financial Asset.

“User Code” means a password digital certificate, identifier (including biometric identifier), security device, algorithm, encryption or other similar procedure used by the Customer or an Authorized Person to access X.X. Xxxxxx’x systems, applications or products or to issue Instructions to X.X. Xxxxxx.

(b)	Interpretation

(i)

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

(ii)

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

Global Custody Agreement - New York - General February 2018 version

(iii)

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

(iv)

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

(v)

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

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 accounts in the name of the Customer (or in another name requested by the Customer that is acceptable to X.X. Xxxxxx) to which Financial Assets are or may be credited (each a “Securities Account”), which may be held by X.X. Xxxxxx, 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 cash accounts in the name of the Customer (each, a “Cash Account”) (or in another name requested by the Customer that is acceptable to X.X. Xxxxxx) for any and all cash in any currency received by or on behalf of X.X. Xxxxxx for the account of the Customer.

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

(d)

Upon not less than thirty (30) days’ prior written notice to the Customer, X.X. Xxxxxx may close any Account for which X.X. Xxxxxx has not received any Instructions for at least one (1) year or which X.X. Xxxxxx otherwise reasonably determines to be dormant (each a “Dormant Account”). X.X. Xxxxxx may, upon closure of a Dormant Account, move any Account Assets in that Account into another Account of the Customer and, in the case of a cash payment, X.X. Xxxxxx is authorized to enter into any foreign exchange transactions with the Customer needed to facilitate the payment, as contemplated by Section 2.14.

Global Custody Agreement - New York - General February 2018 version

(e)	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 in force at the time of receipt;

(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);

(iii)

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

(iv)

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

(v)

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

2.2

Deposit of Cash

(a)	Any cash in any currency received by or on behalf of X.X. Xxxxxx for the account of the Customer will be either:

(i)

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

(ii)

deposited in an account maintained in the name of the Customer at the Subcustodian in the relevant market, in which case the deposit will constitute a debt owing to the Customer by that Subcustodian as the Customer’s banker and not by X.X. Xxxxxx, payable exclusively in the applicable currency at that Subcustodian; for the avoidance of doubt, cash held in that account will not be part of the Cash Account(s). Any such account at a Subcustodian will only be opened following written notice to the Customer.

(b)	Any amounts credited by X.X. Xxxxxx to the Cash Account on the basis of a notice or a provisional 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 and Registration of Assets; Nominee Name

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

Global Custody Agreement - New York - General February 2018 version

(b)

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

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

(i)

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)

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

(iii)

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

(iv)

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; and

(v)

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

(d)

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

2.4

Settlement of Transactions

(a)

Subject to Section 3 and Section 4.2, X.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes X.X. Xxxxxx to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of X.X. Xxxxxx, and the risk of loss arising from any such action will be borne by the Customer. If the Customer’s counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, X.X. Xxxxxx 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 its rights 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.

(b)

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

Global Custody Agreement - New York - General February 2018 version

(c)	X.X. Xxxxxx reserves the right to reverse any transactions that are credited to the Accounts due to mis-postings, errors and other similar actions.

2.5

Contractual Settlement Date Accounting

(a)

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

(i)

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

(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 for the settlement amount and will then post the Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until X.X. Xxxxxx or a Subcustodian actually receives them.

(b)

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

(c)

X.X. Xxxxxx will make available on its website as contemplated by Section 3.5(a) (Electronic Access) a list of the markets for which it provides contractual settlement date accounting. X.X. Xxxxxx may add markets to or remove markets from the contractual settlement date accounting service upon notice to the Customer that is reasonable in the circumstances. Additionally, X.X. Xxxxxx reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons, either for individual Financial Assets, types of Financial Assets, counterparties or markets, or overall.

2.6

Income Collection (AutoCredit^®)

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

(b)

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

(c)

In cases where X.X. Xxxxxx agrees to provide the following service, X.X. Xxxxxx will credit the Cash Account with the anticipated income proceeds on Financial Assets on the anticipated payment date, net of any taxes that are withheld by X.X. Xxxxxx or any third party (such service hereinafter defined as “AutoCredit”) for those Financial Assets and/or markets for which X.X. Xxxxxx customarily offers an AutoCredit service. X.X. Xxxxxx may reverse AutoCredit credits upon notice to the Customer if X.X. Xxxxxx believes that the corresponding payment will not be received by X.X. Xxxxxx within a reasonable period of time or the credit

Global Custody Agreement - New York - General February 2018 version

was incorrect. X.X. Xxxxxx will make available on its website as contemplated by Section 3.5(a) (Electronic Access) a list of the markets for which it provides AutoCredit. X.X. Xxxxxx may add markets to or remove markets from the AutoCredit service upon notice to the Customer that is reasonable in the circumstances. Additionally, X.X. Xxxxxx reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons, either for individual Financial Assets, types of Financial Assets, counterparties or markets, or overall.

(d)

X.X. Xxxxxx will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and notify the Customer of the late payment; however, neither 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.

2.7

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 written notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;

(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 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 cash the Customer would have received, as reasonably determined by X.X. Xxxxxx, 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 will allot the amount redeemed among X.X. Xxxxxx’x global custody customers who are the respective beneficial holders of such a class of Financial Assets in a manner that X.X. Xxxxxx deems to be fair and equitable.

2.8

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 X.X. Xxxxxx 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 2.8(a) with respect to that Corporate Action.

Global Custody Agreement - New York - General February 2018 version

2.9

Security Class Action Settlements

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 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 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 2.9 are available only in certain markets, details of which are available from X.X. Xxxxxx on request.

2.10

Proxies

(a)

With respect to U.S. Financial Assets and, in cases where the Customer elects to subscribe to the service described in this Section 2.10, other Financial Assets, 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 2.10(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 and for certain types of Financial Assets, details of which are available from X.X. Xxxxxx on request. Provision of the Proxy Voting Service is conditional upon receipt by X.X. Xxxxxx of a duly completed enrollment form as well as all 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.

(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, pledged to a Counterparty, or otherwise in a manner which affects voting;

(iv)

local law or market 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 uniform basis (i.e., a “yes” or “no” vote for the total position based on net voting instructions received from all its customers). Where this is the case, X.X. Xxxxxx will notify the Customer.

2.11

Statements of Account

(a)

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

Global Custody Agreement - New York - General February 2018 version

(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 Liabilities arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted.

2.12

Access to X.X. Xxxxxx’x Records

(a)

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

(b)	The Customer shall reimburse X.X. Xxxxxx and its Subcustodians for the reasonable cost of copying, collating and researching archived information.

2.13

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 located. X.X. Xxxxxx shall post on its website from time to time a list of the countries and jurisdictions for which it supports custody services; X.X. Xxxxxx reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those on the list.

(b)

X.X. Xxxxxx reserves the right to restrict the Customer’s access to the services X.X. Xxxxxx provides in, and the Liabilities it incurs with respect to, certain markets that are deemed by X.X. Xxxxxx to be restricted markets from time to time. X.X. Xxxxxx will make available on its website as contemplated by Section 3.5(a) (Electronic Access) a list of markets that are restricted. A a summary of current related restrictions on services and Liabilities relating to restricted markets, is set forth in Schedule A - X.X. Xxxxxx Investor Services Global Custody Restricted Market Limitations. X.X. Xxxxxx may update Schedule A from time to time upon notice to the Customer.

2.14

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 as principal with the Customer or an Authorized Person, and may also provide foreign exchange contracts and facilities through X.X. Xxxxxx Affiliates or Subcustodians. Instructions, including standing Instructions, may be issued with respect to such contracts and facilities, but X.X. Xxxxxx may establish rules or limitations concerning any foreign exchange contract or facility made available. In all cases where X.X. Xxxxxx or X.X. Xxxxxx Affiliates or Subcustodians enter into foreign exchange contracts or facilities with the Customer, X.X. Xxxxxx will not be executing or otherwise placing any foreign exchange transaction as the Customer’s agent, and such transactions will be governed by the terms and conditions of such foreign exchange contracts or facilities (as the case may be). Such foreign exchange contracts and

Global Custody Agreement - New York - General February 2018 version

facilities shall not be deemed as part of the custodial, settlement or associated services under this Agreement. With respect to the Customer’s foreign exchange contracts or facilities with X.X. Xxxxxx, X.X. Xxxxxx will be acting on a principal basis as the Customer’s counterparty on such foreign exchange contracts or facilities (as the case may be).

2.15

Assets Not Controlled by X.X. Xxxxxx

(a)

X.X. Xxxxxx will not be obliged to (i) hold Account Assets with any person not agreed to by X.X. Xxxxxx or (ii) register or record Financial Assets in the name of any person other than X.X. Xxxxxx, a Subcustodian, or their respective nominee or (iii) register or record Financial Assets in the name of X.X. Xxxxxx or its nominee if X.X. Xxxxxx concludes cannot be operationally supported or (iv) register or record on X.X. Xxxxxx’x records Financial Assets or cash held outside of 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 responsible for the control of any such Financial Asset or cash, for verifying the Customer’s initial or ongoing ownership of any such Financial Asset or cash or for income collection, proxy voting, class action litigation or Corporate Action notification and processing with respect to any such Financial Asset. Any transaction relating to the settlement of the purchase or sale of any such Financial Asset shall be treated for purposes of this Agreement as a cash only movement.

(b)

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

2.16

Change Requests

(a)

If either party wishes to propose any amendment or modification to, or variation of, X.X. Xxxxxx’x services contemplated by this Agreement including the scope or details of the services (a “Change”) then it shall notify the other party of that fact by sending a request (a “Change Request”) to the other party, specifying in as much detail as is reasonably practicable the nature of the Change.

(b)

Promptly following the receipt of a Change Request, the parties shall agree whether to implement the Change Request, whether implementation of the Change Request should result in a modification of the fees contemplated by Section 4.1, and the basis upon which X.X. Xxxxxx will be compensated for implementing the Change Request.

(c)

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

(i)

X.X. Xxxxxx shall be entitled to charge the Customer for any changes to software that has been developed or customized for the Customer upon review and approval by the Customer (which shall not be unreasonably withheld); and

(ii)

X.X. Xxxxxx shall be entitled to charge the Customer for any Changes required as a result of the change in Applicable Law affecting the Customer in a materially different way than it affects X.X. Xxxxxx’x other customers, or which the Customer wishes X.X. Xxxxxx to implement in a way different from what X.X. Xxxxxx reasonably intends to implement for its other customers.

Global Custody Agreement - New York - General February 2018 version

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 is solely responsible for the accuracy and completeness of Instructions, their proper delivery to X.X. Xxxxxx, for updating Instructions as may be necessary to ensure their continued accuracy and completeness, and for monitoring their status. X.X. Xxxxxx will not be responsible for any Liabilities resulting from the Customer’s failure to perform these responsibilities. 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, except to the extent that such Liabilities are caused by the fraud, negligence or willful misconduct of a X.X. Xxxxxx Indemnitee in the manner in which it carries out the Instruction.

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

(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 missing information, clarification or confirmation satisfactory to it. X.X. Xxxxxx will not be liable for any Liabilities arising from any reasonable delay in carrying out any such Instruction while it seeks any such missing information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive such missing information, clarification, or confirmation satisfactory to it.

3.2

Verification and Security Procedures

(a)	X.X. Xxxxxx and the Customer shall comply with any applicable Security Procedures to permit X.X. Xxxxxx to verify the authenticity of Instructions.

(b)

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

(c)

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

Global Custody Agreement - New York - General February 2018 version

3.3

Instructions Contrary to Law/Market Practice

X.X. Xxxxxx need not act upon Instructions that it reasonably believes are contrary to law, regulation or market practice and will not be responsible for any Liabilities resulting from not acting upon such Instruction. X.X. Xxxxxx shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event that X.X. Xxxxxx does not act upon such Instructions, X.X. Xxxxxx will notify the Customer where reasonably practicable.

3.4

Cut-Off Times

X.X. Xxxxxx has established cut-off times for receipt of Instructions, which will be made available to 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 only if X.X. Xxxxxx deems it practicable to do so or otherwise as soon as practicable after the day on which the Instruction was received.

3.5

Electronic Access and Cybersecurity

(a)

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

(b)

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

(c)	Each of the Customer and X.X. Xxxxxx will be responsible for the obtaining, proper functioning, maintenance and security of its own services, software, connectivity and other equipment.

3.6

Recording of Telephone Communications

Either party may record any of their telephone communications.

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 such fees as may be agreed upon by the parties in writing from time to time, together with X.X. Xxxxxx’x reasonable out-of-pocket expenses or incidental expenses, including, legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers or their agents. Invoices will be payable within thirty (30) days of the date of the invoice. X.X. Xxxxxx also reserves the right to charge a reasonable account maintenance fee for any Dormant Account upon notice to the Customer. If the Customer disputes an invoice, it shall nevertheless pay, on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. X.X. Xxxxxx may deduct amounts invoiced from the Cash Account except such portion of the invoice that the Customer has objected to within thirty (30) days of the date of the invoice (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

Global Custody Agreement - New York - General February 2018 version

interest on overdue amounts from the due date until actual payment at such rate as X.X. Xxxxxx customarily charges for similar overdue amounts. Unless expressly specified in this Agreement, any price or cost that X.X. Xxxxxx may charge as the Customer’s counterparty in the event X.X. Xxxxxx enters into a principal transaction with the Customer are not treated as fees which must be agreed under this Agreement.

4.2

Overdrafts

If a debit to any currency in the Cash Account results or would result 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 the Securities Account, reverse any such posting. If X.X. Xxxxxx elects to make such an advance, the advance will be deemed a loan to the Customer, payable either on demand or automatically upon the occurrence of any event with respect to the Customer that is specified in either section 9.2(a)(ii) of this Agreement or section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to time. Any such advance will bear 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 the Cash Account or refusal to settle any transaction for which the Customer does not have sufficient available funds in the applicable currency in the Account. The Customer acknowledges that any advance made under this Agreement is intended to be treated as a “securities contract” for purposes of the U.S. Bankruptcy Code to the maximum extent permitted by that Code, as amended from time to time.

4.3

X.X. Xxxxxx’x Right Over Account Assets; Set-off

(a)

Without prejudice to X.X. Xxxxxx’x rights under Applicable Law, X.X. Xxxxxx and X.X. Xxxxxx Affiliates shall have, and the Customer grants to X.X. Xxxxxx and X.X. Xxxxxx Affiliates, a first priority, perfected and continuing security interest in and a lien on all cash, Financial Assets and any other property of every kind that are credited to the Account or otherwise held for the Customer by X.X. Xxxxxx (“Account Assets”) as security for any and all Liabilities of the Customer to X.X. Xxxxxx and/or any X.X. Xxxxxx Affiliate. X.X. Xxxxxx will be entitled to all rights and remedies available to a secured party under Applicable Law with respect to the Account Assets, including, without notice to the Customer, withholding delivery of such Account Assets, selling or otherwise realizing any of such Account Assets and applying the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities. For this purpose, X.X. Xxxxxx may make such currency conversions as may be necessary at its then current rates for the sale and purchase of the relevant currencies.

(b)

Without prejudice to X.X. Xxxxxx’x rights under Applicable Law, X.X. Xxxxxx may set off against any Liabilities of the Customer owed to X.X. Xxxxxx or any X.X. Xxxxxx Affiliates, any amount in any currency (i) standing to the credit of any of the Customer’s accounts (whether deposit or otherwise) with any X.X. Xxxxxx branch or office or with any X.X. Xxxxxx Affiliate and/or (ii) owed to the Customer by any X.X. Xxxxxx branch or office or by any X.X. Xxxxxx Affiliate. For this purpose, X.X. Xxxxxx and any X.X. Xxxxxx Affiliate shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

Global Custody Agreement - New York - General February 2018 version

5.	SUBCUSTODIANS AND SECURITIES DEPOSITORIES

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. X.X. Xxxxxx will make available on its website as contemplated by Section 3.5(a) (Electronic Access) a list of Subcustodians. X.X. Xxxxxx may modify the list of Subcustodians from time to time upon notice to the Customer. In addition, X.X. Xxxxxx and each Subcustodian may deposit Financial Assets with, and hold Financial Assets in any Securities Depository on such terms as such Securities Depository customarily operates, and the Customer will provide X.X. Xxxxxx with such documentation or acknowledgements that X.X. Xxxxxx may require to hold the Financial Assets in such Securities Depository. On the basis of such terms, a Securities Depository may have a security interest or lien over, or right of set-off in relation to the Financial Assets.

(b)

Any agreement that X.X. Xxxxxx enters into with a Subcustodian for holding X.X. Xxxxxx’x customers’ assets will provide (i) that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and (ii) that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration, unless in each case required otherwise by Applicable Law in the relevant market. 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 Financial Assets with a Securities Depository, X.X. Xxxxxx will direct the Subcustodian to identify on its records that the Financial Assets deposited by the Subcustodian at such Securities Depository belong to X.X. Xxxxxx, as agent of the Customer.

(c)

X.X. Xxxxxx reserves the right to add, replace or remove Subcustodians. X.X. Xxxxxx shall notify Customer promptly 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.

5.2

Liability for Subcustodians and Securities Depositories

(a)	Subject to Section 7.1(b), X.X. Xxxxxx will be liable for direct Liabilities 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 Bank.

(b)

X.X. Xxxxxx will use reasonable care in the selection, monitoring and continued appointment of Subcustodians. Subject to X.X. Xxxxxx’x duty in the foregoing sentence 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 of X.X. Xxxxxx or an Affiliated Subcustodian Bank.

Global Custody Agreement - New York - General February 2018 version

(c)

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

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 (including from the Customer’s underlying clients, if applicable), to deposit and control the Account Assets, to use X.X. Xxxxxx as its custodian in accordance with the terms of this Agreement, to incur overdrafts, to xxxxx x xxxx over Account Assets as contemplated by Section 4.3 and to enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by 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) there is no material administrative, civil or criminal proceeding pending or, to the knowledge of the Customer, threatened against the Customer; (iv) it has not relied on any oral or written representation made by X.X. Xxxxxx or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of X.X. Xxxxxx; (v) it is a resident of the United States and shall notify X.X. Xxxxxx of any changes in residency; (vi) the Financial Assets and cash deposited in the Accounts (other than those assets (A) pledged to a Counterparty pursuant to Section 2.1(c) or (B) held in Accounts established pursuant to certain account control agreements among the Customer, X.X. Xxxxxx and secured party named therein, (A) and (B) collectively referred to as “Control Account Assets”) are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities of the Customer under or in connection with this Agreement are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash (other than Control Account Assets); (vii) no delivery of Account Assets by the Customer to X.X. Xxxxxx and no Instruction by the Customer or its Authorized Persons with respect to such Account Assets will contravene Applicable Law; (viii) none of the Account Assets to be held under this Agreement are “plan assets” as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended, or the regulations thereunder except as otherwise expressly notified to X.X. Xxxxxx.

X.X. Xxxxxx may rely upon the representations or 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 Liabilities 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.

Global Custody Agreement - New York - General February 2018 version

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 contemplated by 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 Liabilities arising out 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).

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 Financial Assets, 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.

6.4

The Customer to Provide Certain Information to X.X. Xxxxxx

The Customer shall promptly provide to X.X. Xxxxxx upon request such information about the Customer and its financial status as X.X. Xxxxxx may reasonably request, including its current organizational documents and its current audited and unaudited financial statements.

6.5

Information Concerning Deposits at X.X. Xxxxxx’x Non-U.S. Branches

(a)

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.

(b)

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

For further information about the compensation provided by the FSCS, refer to the FSCS website at xxx.XXXX.xxx.xx. Further information is also available online at xxxx://xxx.xxxxxxxx.xxx/xxxxx/xxxxxxx-xxxxxxxxx-xxxxxx-xxxxxxxxx.

Global Custody Agreement - New York - General February 2018 version

6.6

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.

6.7

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 Securities positions of the Customer in response to shareholder communications requests regarding the Account.

6.8

U.S. Regulatory Disclosure; Certain Information of the Customer

(a)

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 agrees to provide X.X. Xxxxxx with and consents to X.X. Xxxxxx obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by X.X. Xxxxxx.

(b)

The Customer hereby acknowledges that X.X. Xxxxxx is obliged to comply with AML/Sanctions Requirements and that X.X. Xxxxxx shall not be liable for any action it or any X.X. Xxxxxx Affiliate reasonably takes to comply with any AML/Sanctions Requirements, including identifying and reporting suspicious transactions, rejecting transactions, and blocking or freezing funds, Financial Assets, or other assets. The Customer shall cooperate with X.X. Xxxxxx’x performance of its due diligence and other obligations concerning AML/Sanctions Requirements, including with regard to any Beneficial Owners (as defined below). In addition, the Customer agrees that (i) X.X. Xxxxxx may defer acting upon an Instruction pending completion of any review under its policies and procedures for compliance with AML/Sanctions Requirements and (ii) Customer’s utilization of Accounts as omnibus accounts to hold assets of Beneficial Owners is subject to X.X. Xxxxxx’x discretion. Furthermore, X.X. Xxxxxx shall not be obliged to hold any “xxxxx stock” (or other Financial Asset raising special anti-money laundering concerns) in any Account in which a Beneficial Owner has an interest, or to settle any transaction in which a Beneficial Owner has an interest, that relates to any “xxxxx stock” or any such other Financial Asset. For the purposes of this section, “Beneficial Owner” means any person, other than the Customer, who has a direct or indirect beneficial ownership interest in any assets held in any of the Accounts.

6.9

Confidentiality

(a)	Subject to Section 6.9(b), X.X. Xxxxxx will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over X.X. Xxxxxx’x business, or with the consent of the Customer.

(b)	The Customer authorizes X.X. Xxxxxx to disclose Confidential Information to:

(i)

any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, proxy solicitor, issuer, service provider, vendor or any other person that X.X. Xxxxxx believes is reasonably required in connection with X.X. Xxxxxx’x provision of relevant services under this Agreement;

Global Custody Agreement - New York - General February 2018 version

(ii)

its and any X.X. Xxxxxx Affiliate’s professional advisors, auditors and public accountants;

(iii)

its branches and any X.X. Xxxxxx Affiliate; and

(iv)

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

6.10

Use of X.X. Xxxxxx’x Name

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

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

7.1

Standard of Care; Liability

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

(b)

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

(c)

The Customer will indemnify the X.X. Xxxxxx Indemnitees against, and hold them harmless from, any 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 that the X.X. Xxxxxx Indemnitee has not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any X.X. Xxxxxx Indemnitee’s status as a holder of record of the Customer’s Financial Assets. Nevertheless, 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 Section 5.2(a).

(d)

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; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income on any Financial Asset other than as provided in Section 2.6(b); and (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which X.X. Xxxxxx is instructed to deliver Account Assets. X.X. Xxxxxx is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by X.X. Xxxxxx in physical form that appears to be genuine and valid.

Global Custody Agreement - New York - General February 2018 version

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 not be liable, however, for any Liabilities of any nature that the Customer or any third party may suffer or incur, caused by an act of God, fire, flood, epidemics, earthquakes or other disasters, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), nationalization, expropriation, legal constraint, fraud, theft or forgery (other than on the part of X.X. Xxxxxx or its employees), cyber-attack, 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), currency re-denominations, currency restrictions, failure of or the effect of rules or operations of any external funds transfer system, inability to obtain (or interruption of) external communications facilities, power failures or any other cause beyond the reasonable control of X.X. Xxxxxx (including, without limitation, the non-availability of appropriate foreign exchange). Without limiting the generality of the foregoing, if an event resulting from Country Risk leads to restrictions on, or losses of, cash or cash equivalents held by X.X. Xxxxxx or any Affiliated Subcustodian Bank in any market for the purposes of facilitating X.X. Xxxxxx’x global custody business, X.X. Xxxxxx may in its sole discretion apply the impact of those restrictions or losses to the relevant currency held in the Customer’s Cash Accounts in a proportional manner as X.X. Xxxxxx may reasonably determine.

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 (which may be the professional advisors of the Customer) in relation to matters of law, regulation or market practice.

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 X.X. Xxxxxx 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 X.X. Xxxxxx 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 issuance 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 X.X. Xxxxxx 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 to the Customer.

7.5

Ancillary Services

X.X. Xxxxxx and its Subcustodians may use third party 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 those third party providers and local agents.

Global Custody Agreement - New York - General February 2018 version

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, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Customer’s Accounts.

(b)

The Customer will provide to X.X. Xxxxxx such certifications, declarations, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Customer undertakes to notify X.X. Xxxxxx immediately 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 responsibility for any Liabilities (including any taxes, penalties, interest or additions to tax, whether payable or paid) that result from (i) the inaccurate completion of documents by the Customer or any third party; (ii) the provision to X.X. Xxxxxx or a third party of inaccurate or misleading information by the Customer or any third party; (iii) the withholding of material information by the Customer or any third party; or (iv) any delay by any revenue authority or any other cause beyond X.X. Xxxxxx’x control.

(c)

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

(d)

The Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account; provided, however, that 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 the Cash Account.

8.2

Tax Relief Services

(a)

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

(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 Securities Account and/or the payment of income.

(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 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.

Global Custody Agreement - New York - General February 2018 version

9.	TERM AND TERMINATION

9.1

Term and Termination for Convenience

(a)	Either party may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the other party.

(b)	Either party may terminate the Supplemental Services set forth in Schedule B by giving not less than sixty (60) days’ prior written notice to the other party.

9.2

Other Grounds for Termination

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

(i)

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

(ii)

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

(b)

X.X. Xxxxxx may terminate this Agreement by giving not less than sixty (60) days’ prior written notice to the Customer in the event that X.X. Xxxxxx reasonably determines that either the Customer has ceased to satisfy X.X. Xxxxxx’x customary credit requirements or servicing the Customer raises reputational or regulatory concerns.

9.3

Exit Procedure

(a)

The Customer will provide X.X. Xxxxxx full details of the persons to whom X.X. Xxxxxx must deliver Account Assets within a reasonable period before the effective time of termination of this Agreement. If the Customer fails to provide such details in a timely manner, X.X. Xxxxxx shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Account Assets to a successor custodian, but X.X. Xxxxxx may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that X.X. Xxxxxx is unwilling to assume any related credit risk.

(b)

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

Global Custody Agreement - New York - General February 2018 version

(c)	The Customer will reimburse X.X. Xxxxxx promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination.

(d)	Upon termination, the Customer will provide X.X. Xxxxxx with contact information and payment instructions for any matters arising after termination.

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

10.

MISCELLANEOUS

10.1

Notice

(a)

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

(b)

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

10.2

Successors and Assigns

This Agreement will be binding on each of the parties’ successors and assigns. The parties agree that neither party can assign or otherwise transfer 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, delayed or conditioned. Nevertheless, the foregoing restriction on transfer shall not apply to any assignment or transfer by X.X. Xxxxxx to any X.X. Xxxxxx Affiliate or in connection with a merger, reorganization, stock sale or sale of all or substantially all of X.X. Xxxxxx’x custody business. Furthermore, and notwithstanding anything to the contrary in this Agreement, in the event X.X. Xxxxxx becomes subject to a resolution proceeding under the Federal Deposit Insurance Act (12 U.S.C. 1811–1835a) or Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (12 U.S.C. 5381–5394) and regulations promulgated under those statutes (each, a “U.S. Special Resolution Regime”) the transfer of this Agreement (and any interest and obligation in or under, and any property securing, the Agreement) from X.X. Xxxxxx will be effective to the extent effective under the U.S. Special Resolution Regime.

10.3

Entire Agreement and Amendments

This Agreement, including any Schedules, Exhibits, Annexes 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 matter hereof, and this Agreement supersedes any other agreement, statement or representation relating to custody, whether oral or written. The parties may enter into one or more non-binding service level documents on terms agreed by the parties and may vary any service level document by agreement at any time. The service level document will not form part of this Agreement. To the extent inconsistent with this Agreement, X.X. Xxxxxx’x electronic access terms and conditions shall not apply to matters arising under this Agreement. Amendments must be in writing and, except where this Agreement provides for amendments by notice from X.X. Xxxxxx, signed by both parties.

Global Custody Agreement - New York - General February 2018 version

10.4

Governing Law and Jurisdiction

This Agreement will be construed, regulated and administered under the laws of the United States or the 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 statutory prejudgment interest and 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 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.

10.5

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.

10.6

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.

10.7

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.

Global Custody Agreement - New York - General February 2018 version


AETOS DISTRESSED INVESTMENT STRATEGIES FUND, LLC		JPMORGAN CHASE BANK, N.A.

By: Aetos Alternatives Management, LP, investment manager By: Aetos Alternatives Management, LLC, general partner

By:		By:
Name:	Xxxxxx Xxxxxxx	Name:
Title:	Managing Director	Title:
Date:	January 30, 2019	Date:

Global Custody Agreement - New York - General February 2018 version

SCHEDULE A X.X. Xxxxxx Investor Services Global Custody Restricted Markets

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


Market		Restrictions
Costa Rica		If X.X. Xxxxxx’x Costa Rican Subcustodian exits the market or becomes an unacceptable provider of subcustody services, X.X. Xxxxxx may cease to provide custody services with respect to Securities that are safekept in Costa Rica. Although X.X. Xxxxxx 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 X.X. Xxxxxx, no deposits of Icelandic currency will be held in the Customer’s Cash Account except for the proceeds of sales of Securities safekept in Iceland (“Icelandic Securities”) or where income and corporate action proceeds are paid in local currency. Until further notice from X.X. Xxxxxx, any credit of Icelandic currency to the Customer’s Cash Account with X.X. Xxxxxx will be conditional and subject to reversal by X.X. Xxxxxx 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 X.X. Xxxxxx is able to repatriate the funds from X.X. Xxxxxx’x 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 X.X. Xxxxxx is able to obtain, as reasonably determined by X.X. Xxxxxx.

Malawi		Local currency will be held in one or more separate cash accounts that the Customer opened with X.X. Xxxxxx’x Malawi Subcustodian that are in the Customer’s name and payable exclusively by X.X. Xxxxxx’x Malawi Subcustodian. In respect of the cash accounts, X.X. Xxxxxx’x Malawi Subcustodian will be the Customer’s local agent bank and pursuant to a power of attorney, X.X. Xxxxxx will have a right to instruct X.X. Xxxxxx’x Malawi Subcustodian in respect to the one or more separate cash accounts that the Customer directly opened in the Customer’s name at the Subcustodian. Due to the unclear standards in the Malawi market with respect to the completion and submission of corporate action elections, X.X. Xxxxxx 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 X.X. Xxxxxx’x Malawi Subcustodian exits the market or becomes an unacceptable provider of subcustody services, X.X. Xxxxxx may cease to provide custody services with respect to Malawi Securities. Although X.X. Xxxxxx 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.

Tanzania		Local currency will be held in one or more separate cash accounts that the Customer opened with X.X. Xxxxxx’x Tanzanian Subcustodian that are in the Customer’s name and payable exclusively by X.X. Xxxxxx’x Tanzanian Subcustodian. In respect of the cash accounts, X.X. Xxxxxx’x Tanzanian Subcustodian will be the Customer’s local agent bank and pursuant to a power of attorney, X.X. Xxxxxx will have a right to instruct X.X. Xxxxxx’x Tanzanian Subcustodian in respect to the one or more separate cash accounts that the Customer directly opened in the Customer’s name at the Subcustodian.

Global Custody Agreement - New York - General February 2018 version


Market		Restrictions
		Due to the unclear standards in the Tanzanian market with respect to the completion and submission of corporate action elections, X.X. Xxxxxx will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Securities safekept in Tanzania (“Tanzanian Securities”). If X.X. Xxxxxx’x Tanzanian Subcustodian exits the market or becomes an unacceptable provider of subcustody services, X.X. Xxxxxx may cease to provide custody services with respect to Tanzanian Securities. Although X.X. Xxxxxx 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.

Ukraine (for Ukrainian Equities only)		Customer should refer to the current version of the applicable X.X. Xxxxxx’x 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, X.X. Xxxxxx will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to equity Securities safekept in Ukraine.

West African Economic and Monetary Union (“WAEMU”)		Local currency will be held in one or more separate cash accounts that the Customer opened with X.X. Xxxxxx’x WAEMU Subcustodian that are in the Customer’s name and payable exclusively by X.X. Xxxxxx’x WAEMU Subcustodian. In respect of the cash accounts, X.X. Xxxxxx’x WAEMU Subcustodian will be the Customer’s local agent bank and pursuant to a power of attorney, X.X. Xxxxxx will have a right to instruct X.X. Xxxxxx’x WAEMU Subcustodian in respect to the one or more separate cash accounts that the Customer directly opened in the Customer’s name at the Subcustodian. If X.X. Xxxxxx’x 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, X.X. Xxxxxx 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 X.X. Xxxxxx 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 X.X. Xxxxxx, any credit of U.S. Dollars to the Customer’s Cash Account with X.X. Xxxxxx applied at Customer’s Instruction to the purchase or sale of Securities safekept in Zimbabwe (the “Zimbabwe Securities”) will be conditional and subject to reversal by X.X. Xxxxxx upon notice to Customer except to the extent that the funds are able to be repatriated or X.X. Xxxxxx is able to repatriate the funds from X.X. Xxxxxx’x Zimbabwean 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 X.X. Xxxxxx is able to obtain, as reasonably determined by X.X. Xxxxxx. If X.X. Xxxxxx’x Zimbabwean Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate, X.X. Xxxxxx may cease to provide custody services with respect to Zimbabwe Securities. Although X.X. Xxxxxx 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.

Global Custody Agreement - New York - General February 2018 version

Schedule B - Intentionally Omitted

Global Custody Agreement - New York - General February 2018 version

SCHEDULE C - GLOBAL FUND ORDER ROUTING SERVICES SUPPLEMENT


1. Definitions

“Administrator” means HedgeServ Limied, or any other entity or entities designated as such in a Written Instructions. “Affiliate” with respect to a party means an entity controlling, controlled by, or under common control with, that party. “Breach Order” means an Order which breaches the Trading Limit. “Initial Term” has the meaning given to it in Clause 10.1 of this Schedule C. “Interests” means the shares, units and other interests of the Investment Funds in which the Customer invests or proposes to invest.

“Investment Adviser” means any person or entity appointed as investment adviser or investment manager of the customer in accordance with the customer’s registration statements or other corporate documentation and who has been designated by the Customer as an Authorized Person.¹		xxxxxxxx.xxx

“Investment Funds” mean investment vehicles that may be classified as unitized investment funds, mutual funds, hedge funds, fund of funds, fund of hedge funds, fund of property funds, and such other class of fund as may be supported by X.X. Xxxxxx from time to time and subject to the terms of Clause 2.1 of this Schedule C. “X.X. Xxxxxx Entities” has the meaning given to it in Clause 7.6 of this Schedule C. “LEI” means a validated and issued legal entity identifier, the length and construction of which are compliant with the ISO 17442 standard and which is included in the Global LEI database maintained by the Central Operating Unit appointed by The Legal Entity Identifier Regulatory Oversight Committee. “Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on a party’s own income), or expenses of any kind whatsoever (whether actual or contingent and including, without limitation, attorneys’, accountants’, consultants’ and experts’ fees and disbursements reasonably incurred. “Market Intermediary” means an intermediary, not appointed by X.X. Xxxxxx operating in any market through which transactions in the Interests of an Investment Fund are subscribed, redeemed, otherwise dealt in or settled. “Operating Memorandum” means the Fund Order Routing & Settlement Services Operating Memorandum describing the operational flows and interactions between the Customer (or its appointed Fund Manager) and X.X. Xxxxxx. “Order Handling Agent” or “OHA” means an agent appointed by X.X. Xxxxxx from time to time to coordinate dealing and settlement activity in Interests in the Investment Funds.

¹	As stated in Section 8.2 of this Schedule C, capitalized terms not defined herein that are defined in the Agreement have the definition set forth in the Agreement.

Global Custody Agreement - New York - General February 2018 version

“Order” means instructions from the Customer, with respect to the Services, transmitted via the relevant approved X.X. Xxxxxx website or such other communications system approved by X.X. Xxxxxx. This includes, but is not limited to, subscriptions, redemptions, cancellations, conversions and switch orders. In the event that X.X. Xxxxxx Markets or any such other communications system approved by X.X. Xxxxxx is unavailable for any reason, Order shall mean orders to effect transactions in Interests in a form agreeable to X.X. Xxxxxx that has been authorized and signed by two Authorized Persons and contains all information necessary to enable X.X. Xxxxxx to act upon such order.

“Services” has the meaning given to it in Clause 2.1 of this Schedule C.

“Trading Limit” means any limit which X.X. Xxxxxx may at any time, and from time to time, place (expressed in U.S. dollars or other parameters) with respect to the size (individually or in aggregate) of Order(s) in Investment Funds which X.X. Xxxxxx may accept to process for the Customer subject to the terms of this Schedule C (which includes Clause 2.1) and such limit shall be advised to the Customer prior to it taking effect, but does not represent and shall not be deemed to constitute an extension of credit and can be amended at any time by notice to the Customer.

“Writings” has the meaning given to it in Clause 3.5 of this Schedule C.

2.	Services Provided

2.1

Where X.X. Xxxxxx accepts the relevant Orders, X.X. Xxxxxx will provide services related to the placement of Orders related to Investment Funds including those services listed in Appendix A in accordance with the terms of the Agreement and this Schedule C (the “Services”). X.X. Xxxxxx shall be acting solely as agent for the Customer in providing the Services and shall not be deemed to be a fiduciary with respect to the Customer with respect to the Services, even if X.X. Xxxxxx or one of its Affiliates separately acts in a fiduciary capacity with respect to any such account. X.X. Xxxxxx shall be under no obligation to provide any Services notwithstanding past practice or market custom and may decline to execute and/or settle any Order under or in connection with this Schedule C.

2.2

X.X. Xxxxxx will also keep records relating to the Services provided hereunder in such form and manner as X.X. Xxxxxx may xxxx appropriate or advisable and as provided in the Agreement. X.X. Xxxxxx may retain such records for whatever period may be required as a matter of its internal policies and/or Applicable Law. The records will be available to the Customer upon request during that period, provided that records in respect of activities relating to the reception, transmission and execution of orders will be kept for a period of five years and, where requested by the competent authority, for a period of up to seven years. The records in respect of activities relating to the reception, transmission and execution of orders will be available to the Customer upon request during that period, subject to any reasonable charge X.X. Xxxxxx may in its sole discretion impose for such access.

3.	Orders

3.1	Orders will be required for any action requested of X.X. Xxxxxx, including without limitation those transactions described in Appendix A hereto.

3.2

The Customer shall indicate in its Order with respect to applicable Interests that the Interests, Orders and Writings being delivered apply to particular Interests in a particular Investment Fund. All such Interests shall be held or disposed of only upon Orders of the Customer pursuant to the terms of this Schedule C. In no case may any member of the Investment Adviser’s or the Customer’s directors, or any officer, employee or agent of the Customer or Investment Adviser instruct any other third party with respect to any Interests which X.X. Xxxxxx is holding as custodian without the prior written consent of X.X. Xxxxxx.

Global Custody Agreement - New York - General February 2018 version

3.3

Unless otherwise agreed to in writing by X.X. Xxxxxx, the Investment Adviser and the Customer, Orders must be received by X.X. Xxxxxx no later than the cut-off times maintained by X.X. Xxxxxx with respect to dealings in Investment Funds, and communicated by X.X. Xxxxxx to the Customer from time to time. Orders received after such cut-off times shall be executed on a reasonable efforts basis by X.X. Xxxxxx in accordance with the Execution Policy, however, X.X. Xxxxxx shall have no liability whatsoever for failure to perform pursuant to such Orders.

3.4

The Customer acknowledges that where Orders require X.X. Xxxxxx to prepare and submit forms, letters or other writings to third parties on behalf of the Customer, including but not limited to subscription agreements, redemption requests, transfer agreements and exchanges of cash for Interests or Interests in one Investment Fund for Interests in another Investment Fund (“Writings”), X.X. Xxxxxx may require the Customer to (i) clarify Orders prior to X.X. Xxxxxx acting thereon; or (ii) approve such Writings in a delivery method agreed between the parties which may include the form of a signed Writing from an Authorized Person. The Customer agrees to make available Authorized Persons during normal business hours upon request to review and approve such Writings for X.X. Xxxxxx. The Customer acknowledges that X.X. Xxxxxx shall not be liable for failure to perform its obligations with respect to Writings if such failure results from any delay, error, unavailability or non-approval by the Customer or Authorized Person of the Customer.

3.5

The Customer hereby agrees and confirms to X.X. Xxxxxx that once the Customer has been notified of any Trading Limits, it will not submit any Breach Orders and in the event that X.X. Xxxxxx receives a Breach Order, it reserves the right to reject such Breach Order pursuant to Clause 2.1. If X.X. Xxxxxx does not process a Breach Order, X.X. Xxxxxx shall notify the Customer as soon as practicable.

3.6

In respect to an Order, such Order must specify: (i) the name of the issuer and the title of the Securities or other Interests, including the security identification number, if applicable; and (ii) the number of shares or the principal amount or amount of Interests transacted and accrued interest, if any.

3.7

Where X.X. Xxxxxx carries out an Order on the Customer’s behalf under this Schedule C, X.X. Xxxxxx will in respect of that Order (i) promptly confirm essential details concerning the execution of that transaction with the Customer in a durable medium and (ii) provide the Customer with a notice confirming execution as soon as possible and no later than the first business day following execution, except where the confirmation is received by X.X. Xxxxxx from a third party in which case the confirmation and essential details will be provided no later than the first business day following receipt of the confirmation from the third party. Point (ii) shall not apply where the confirmation would contain the same information as a confirmation that is to be promptly dispatched to the Customer by another person. X.X. Xxxxxx may provide the information in point (i) and (ii) together in the same document or communication.

3.8

Confirmations may be provided by X.X. Xxxxxx to the Customer in a manner determined by X.X. Xxxxxx, including but not limited to, in electronic form (including notice via a website), which shall have the same effect as if provided to the Customers in hard copy. Confirmations override any oral or informal trade summary or information that may be provided to the Customer.

Global Custody Agreement - New York - General February 2018 version

3.9

All confirmations issued by J.P. Morgan or its Affiliates (as agent for J.P. Morgan) shall bind the Customer unless a detailed objection is received in writing by the J.P. Morgan contact stated on the applicable confirmation (or if no contact is stated, the Customer’s usual contact at J.P. Morgan) within one business day of dispatch of the confirmation by J.P. Morgan or applicable Affiliate as agent for J.P. Morgan. A party shall not be bound by a confirmation which it issues in manifest error.

4.	Responsibilities and other Terms

4.1	An Order provided under this Schedule C is deemed an Instruction as provided for in the Agreement and shall be subject to the terms regarding Instructions in the Agreement.

4.2

In respect of any Orders accepted by J.P. Morgan, the Customer authorises J.P. Morgan to: (i) execute any Writings and provide instructions to Funds with respect to the Customer’s holdings in such Funds; and (ii) hold any and all such Interests and other items in the name of J.P. Morgan, or any designee of J.P. Morgan for the benefit of the Customer pursuant to the terms of the Agreement.

4.3

The Customer shall be responsible for ensuring that, in respect of any Order that requires a cash payment to be made from the Cash Account, sufficient cash shall be available in the Cash Account as and when any such payment is due and J.P. Morgan shall not be obliged to continue processing any Order if there is insufficient cash in the Cash Account.

4.4	J.P. Morgan shall have no responsibility for the completeness or substance of documents received by J.P. Morgan related to any Interests and shall have no obligation to act on such documents unless otherwise provided in this Schedule C.

4.5

Without limiting the foregoing, the Customer agrees that any covenants and the accuracy and completeness of all information provided in any Writings (including but not limited to any representations and warranties), in respect of an Investment Fund is the sole responsibility of the Customer and the Investment Adviser, and not J.P. Morgan or its Affiliates, regardless of whether J.P. Morgan or its Affiliates assist in the completion of such Writings.

4.6	The Customer warrants and represents to J.P. Morgan that in respect of any particular Order:

(i)

it or its Investment Adviser has read and understood any prospectus, offering memorandum or other relevant documentation relating to the relevant Investment Fund and it complies and shall comply with the terms and conditions of such Fund;

(ii)

it or its Investment Adviser is aware of the risks of investing in the relevant Investment Fund;

(iii)

all warranties, representations, covenants and indemnities required in any Writings may be given by J.P. Morgan or its Affiliates on the Customer’s behalf;

(iv)

the Customer and its Investment Adviser have full legal capacity and authority to issue an Order and it does not fall into any category of person who may not invest in the relevant Investment Fund;

(v)

it or its Investment Adviser will provide J.P. Morgan with any certification, documentation or other information reasonably required to place and settle such Order; and

Global Custody Agreement - New York - General February 2018 version

4.7

For the avoidance of doubt, the Customer acknowledges that any Liabilities incurred by J.P. Morgan in connection with the performance of this Schedule C and/or the provision of any Services shall constitute ‘Liabilities’ under the Agreement and J.P. Morgan may exercise any rights it has under the Agreement in respect of such Liability, which include but are not limited to a first priority, perfected and continuing security interest and lien on Account Assets and a right of set-off.

4.8	The Customer agrees to furnish to J.P. Morgan any required information and/or documentation to enable J.P. Morgan to hold or deliver in proper form for transfer, or to register any Interests which it may hold for the Accounts.

4.9

It is the responsibility of the Customer or its Investment Adviser to procure, read and understand any prospectus, offering memorandum or other relevant documentation relating to the relevant Investment Fund and ensure it complies and shall comply with the terms and conditions of such Fund and is aware of the risks of investing in the relevant Investment Fund. When providing Services under this Schedule C, J.P. Morgan will not provide such Investment Fund documentation to the Customer or its Investment Adviser.

5.	Representations, Warranties and Covenants

5.1	The Customer repeats the representations and warranties set out in the Agreement and, in addition, represents and warrants to J.P. Morgan on a continuing basis and as long as this Schedule C shall subsist that:

(i)

it will invest only in Investment Funds which are administered and custodied / brokered independently of the Customer and Investment Adviser, its Affiliates, subsidiaries and any party in common control with the Investment Adviser;

(ii)

the investments in Investment Funds shall not result in a breach of any duty owed to any owners of an equity or other interest in the Customer or any other person, whether imposed by law, contract or otherwise;

(iii)

the Customer and the Investment Adviser are not relying on any advice or representation from J.P. Morgan or its Affiliates in connection with the decision to make any investment in an Investment Fund; and

(iv)

it will be liable for all obligations and Liabilities (current and future) which shall arise under or pursuant to any Orders or Writings and shall promptly fulfil all such Liabilities and obligations.

6.	Indemnification

6.1

The Customer agrees to indemnify, defend and hold harmless J.P. Morgan and its Affiliates, (including their respective officers, directors, agents, and employees (the “Indemnitees”) from all loss, liability or expense, including the fees and expenses of in-house or outside counsel arising out of or in connection with:

(i)

J.P. Morgan’s or its Affiliates’ execution and performance of this Schedule C and/or the provision of any Services (including without limitation the matters outlined in Clause 7 below), except in the case of any Indemnitee to the extent that such loss, liability or expense is directly caused by the gross negligence, fraud or willful misconduct of such Indemnitee;

(ii)

J.P. Morgan following any Order or other notice, instruction, direction or request furnished to it; and/or

Global Custody Agreement - New York - General February 2018 version

(iii)

all obligations and Liabilities (current or future) which arise under or pursuant to any Order or Writing.

7.	Liability of J.P Morgan

7.1	Subject to the terms of this Schedule C, J.P. Morgan’s liability in respect of the Services or otherwise in connection with this Schedule C shall be in accordance with the terms of the Agreement.

7.2

J.P. Morgan shall not be liable as a result of (i) any error by the Customer in inputting Orders; (ii) any error occurring on or because of a third party, including, but not limited to, a failure of an Investment Fund (or its agent) or a Market Intermediary to accept or process an Order for any reason whatsoever, but not any third party for whom J.P. Morgan is responsible under the Agreement.

7.3	Notwithstanding anything to the contrary in the Agreement, J.P. Morgan or its Affiliates shall be under no obligation to inquire into and shall not be liable for any damages, other Liabilities or harm to any person or entity relating to:

(i)

the accuracy or completeness of any data or information with respect to the Interests which has been provided to J.P. Morgan by the Investment Adviser, the Customer or any third party at any time pursuant to this Schedule C;

(ii)

the legal content of the provisions of any documentation provided to J.P. Morgan for custody with respect to the Interests or the legal adequacy thereof or of any purported transfer thereof; or

(iii)

the accuracy of any representation, warranty or covenant regarding the Customer or the Customer’s investment made in any agreement or Writing signed by J.P. Morgan or its Affiliate as custodian or nominee for the Customer.

7.4	The Customer understands and accepts that:

(i)

J.P. Morgan relies solely on information provided by the managers or administrators of the Investment Funds and does not independently verify or test such information. Prices of interests in Investment Funds are provided by the Investment Fund or third parties. Holdings for which prices are not readily available may be priced by the Investment Adviser. J.P. Morgan is not responsible for reviewing the reliability of prices or other information received from these sources. J.P. Morgan takes no responsibility, and shall have no responsibility, for the valuations given to the Customer’s holdings in Investment Funds, and shall have no liability therefor.

(ii)

J.P. Morgan relies on statements of holdings in Investment Funds as evidence of the existence of such holdings and has no duty to inquire beyond such statements. J.P. Morgan is not responsible for reviewing the reliability of the description or prices of these holdings. To the maximum extent permitted by law, J.P. Morgan expressly disclaims any liability to the Investment Adviser, the Customer or any person for the accuracy, timeliness, completeness or availability of such information. Furthermore, J.P. Morgan shall not be liable to the Investment Adviser, the Customer or any other person for any loss resulting from reliance in whole or in part by the Investment Adviser, the Customer or any other person on such information.

Global Custody Agreement - New York - General February 2018 version

7.5

J.P. Morgan shall not be liable for any expense, loss, claim or damage, including counsel fees and expenses, which the Investment Adviser, the Customer or any of their officers, directors, employees, agents, Affiliates or investors or any third party may suffer by reason of any error by, or inaccuracy of, any price or valuation received by J.P. Morgan from any recognized pricing source, the Investment Adviser, the Customer, or any person (including J.P. Morgan or an Affiliate of J.P. Morgan) designated by the Investment Adviser, by the Customer or pursuant to Orders to furnish such information, including any price or valuation resulting from any formula used to obtain such prices or valuations. J.P. Morgan shall have no duty to inquire into the appropriateness or relative change of any price.

7.6

J.P. Morgan or J.P. Morgan’s nominee, affiliates or affiliates’ nominee (“J.P. Morgan Entities”) may sign Writings as agent on behalf of the Customer and as a result, all obligations and Liabilities (current or future) which may arise under or pursuant to any Writings shall be contracted by the J.P. Morgan Entities purely for the account of the Customer and not on the J.P. Morgan Entities’ respective behalf, and neither the Customer nor any other third party shall have recourse against the J.P. Morgan Entities in respect of any such obligation or liability.

7.7

Notwithstanding clause 7.1, in no event shall the total liability of J.P. Morgan to the Customer or any third party (no matter what the cause of action) in any calendar year for any Liability arising out of the placement of Orders under this Schedule C or the provision by J.P. Morgan of the Services under this Agreement or similar services under any other now existing or future agreement with Customer, Customer’s Affiliate, or any other entity managed by the Investment Adviser exceed in the aggregate the lesser of (i) $100,000 USD or (ii) the aggregate fees paid by the Customer to J.P. Morgan for the Services in a given calendar year. For the avoidance of doubt, this limitation of liability does not apply to services that J.P. Morgan ordinarily provides to the Customer pursuant to the Agreement unrelated to this Schedule C.

7.8	The provisions of this Clause 7 shall survive termination of this Schedule C.

8.	Effect of Schedule C

8.1	For the avoidance of doubt, the supplementary provisions, amendments and substitutions contained in this Schedule C are intended to apply solely to the provision of the Services and are not otherwise intended to modify the terms of the Agreement.

8.2

This Schedule C shall be governed by the terms and conditions of the Agreement between the parties of which this Schedule C is a part, except to the extent specifically provided by this Schedule C. Capitalised terms in this Schedule C (including the Schedules) that are not defined herein but are defined in the Agreement shall bear the definition set forth in the Agreement. If there is any conflict or inconsistency between the terms of this Schedule C and the Agreement, for purposes of this Schedule C, the terms of Schedule C shall prevail to the extent of such inconsistency.

8.3	For the avoidance of doubt, the term “Securities” as defined in the Agreement shall include Interests or units issued by Investment Funds.

9.	Fees and Expenses

9.1	In consideration for providing the Services, the Customer will pay J.P. Morgan such amounts as may be agreed between the parties from time to time in writing and in provisions of the Agreement covering fees and expenses.

Global Custody Agreement - New York - General February 2018 version

9.2

Pursuant to the agreement between the OHA and J.P. Morgan, any fees, including, but not limited to, 12b-1 fees and shareholder servicing fees, received by OHA shall first be applied to offset fees that the OHA charges J.P. Morgan. Any fees received by OHA that is in excess of fees that OHA charges J.P. Morgan shall then be divided equally between J.P. Morgan and the OHA. Specific information on fees paid by an Investment Fund, such as 12b-1 fees and shareholder servicing fees, may be found in such fund’s prospectus and/or statement of additional information.

10.

Effective Date; Termination

10.1	The parties may terminate this Schedule C as set forth in Section 9 of the Agreement.

10.2	This Schedule C shall terminate immediately upon termination of the Agreement.

Global Custody Agreement - New York - General February 2018 version

APPENDIX A to Schedule C

DESCRIPTION

OF SERVICES.

J.P. Morgan shall provide the following Services to the Customer:

SERVICES

AND OBLIGATIONS WITH RESPECT TO INTERESTS.

TRANSACTIONS REQUIRING INSTRUCTIONS.

Subject to Clause 2.1 of this Schedule C, upon receipt of Orders and not otherwise, J.P. Morgan may execute and deliver Writings to such Investment Funds as may be designated in Orders for the purposes of supporting,

(i)

a purchase of, or subscription for, Interests by the Customer, and

(ii)

a redemption or transfer of Interests by the Customer.

REPORTS

J.P. Morgan will furnish to the Customer reporting of order acceptance, acknowledgement and confirmations. The options and schedule for this reporting are detailed in the Operating Memorandum.

Global Custody Agreement - New York - General February 2018 version

ANNEX A

Electronic Access

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

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

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

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

Global Custody Agreement - New York - General February 2018 version

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

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

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

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

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

Global Custody Agreement - New York - General February 2018 version

Fund Order Routing & Settlement Service February 1, 2019

*All Fees in: US Dollar


Fund Asset Type	Safekeeping & Administration						Transactions
	Asset Value (mm)				bps		Transaction Fee
	From		To		bps		Transaction Fee
Hedge Fund		0		500		2.50		200.00
		500		1,000		2.00
		>1,000				1.50
Annual Minimum Fee (Based on combined safekeeping & transaction fees)								100,000

The applicable basis point fee set forth above will be determined based on the combined aggregate asset value of Customer,** Customer’s Affiliates, and all entities managed by Investment Adviser that have contracted with J.P. Morgan for the Services (collectively, “Aetos Entities”). Likewise, the safekeeping & transaction fees paid by any of the Aetos Entities will be credited toward meeting the annual minimum fee set forth above.


Other FORSS Transaction Fees	Fee per Transaction
Switch (Hedge Fund) [per side]		100.00
Internal Transfer (Hedge Fund) [per side]		25.00
External Transfer [flat fee]		100.00
Cancelled Transaction (in addition to transaction fee)		Please reference transaction rate above
Amendments – client error (in addition to transaction fee)		25.00
Fax Manual Instruction Surcharge (in addition to transaction fee)		50.00

*	The non-STP supplement is applied where no electronic interface exists with the Fund Platform or the Transfer Agent and the mutual fund order requires manual transmission. The non-STP surcharge does not apply to hedge fund transactions.

**	All capitalized not defined herein have the meanings set forth in Schedule C of the Agreement.


Agreed and accepted by:

Aetos Distressed Investment Strategies Fund, LLC

By: Aetos Alternatives Management, LP, investment manager

By: Aetos Alternatives Management, LLC, general partner


Name: Harold Schaaff
Title: Managing Director

JPMorgan Chase Bank, NA


Name:
Title:

Global Custody Agreement - New York - General February 2018 version

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Global Custody Agreement - New York - General - February 2018

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