Global Custody Agreement - New York - General - May 2012 Global Custody Agreement - New York - General - May 2012

Exhibit 99.(g)

Global Custody Agreement - New York - General - May 2012

 

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	5
2.1	Set Up Accounts	5
2.2	Cash Account	6
2.3	Segregation of Assets; Nominee Name	6
2.4	Settlement of Transactions	7
2.5	Contractual Settlement Date Accounting	7
2.6	Actual Settlement Date Accounting	8
2.7	Income Collection (AutoCredit®)	8
2.8	Miscellaneous Administrative Duties	9
2.9	Corporate Actions	10
2.10	Class Action Litigation	10
2.11	Proxies	10
2.12	Statements of Account	11
2.13	Access to X.X. Xxxxxx’x Records	11
2.14	Maintenance of Financial Assets at Subcustodian Locations	12
2.15	Tax Relief Services	12
2.16	Foreign Exchange Transactions	12
2.17	Notifications	13
2.18	Sealed Envelopes	13
3.	INSTRUCTIONS	16
3.1	Acting on Instructions; Method of Instruction and Unclear Instructions	16
3.2	Verification and Security Procedures	16
3.3	Instructions; Contrary to Law/Market Practice	16
3.4	Cut-Off Times	17
3.5	Electronic Access	17
4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO X.X. XXXXXX	17
4.1	Fees and Expenses	17
4.2	Overdrafts	17
4.3	X.X. Xxxxxx’x Right Over Securities; Set-off	18
5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS	18
5.1	Appointment of Subcustodians; Use of Securities Depositories	18
5.2	Liability for Subcustodians	19
6.	ADDITIONAL PROVISIONS	20
6.1	Representations of the Customer and X.X. Xxxxxx	20
6.2	The Customer is Liable to X.X. Xxxxxx Even if it is Acting for Another Person	21
6.3	Special Settlement Services	21
7.	WHEN X.X. XXXXXX IS LIABLE TO THE CUSTOMER	21

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7.1	Standard of Care; Liability	21
7.1	Standard of Care; Liability	21
7.2	Force Majeure	22
7.3	X.X. Xxxxxx May Consult With Counsel	22
7.4	X.X. Xxxxxx Provides Diverse Financial Services and May Generate Profits as a Result	23
7.5	Assets Held Outside X.X. Xxxxxx’x Control	23
7.6	Ancillary services	23
7.7	Service Locations	23
8.	TAXATION	24
8.1	Tax Obligations	24
8.2	Tax Relief Services	24
9.	TERMINATION	25
9.1	Termination	25
9.2	Exit Procedure	26
10.	MISCELLANEOUS	26
10.1	Notifications	26
10.2	Successors and Assigns	26
10.3	Entire Agreement	27
10.4	Information Concerning Deposits at X.X. Xxxxxx’x Non-US Branch	27
10.5	Insurance	27
10.6	Security Holding Disclosure	27
10.7	USA PATRIOT Act Disclosure	27
10.8	Governing Law and Jurisdiction	28
10.9	Severability; Waiver; and Survival	28
10.10	Confidentiality	28
10.11	Counterparts	29
10.12	No Third Party Beneficiaries	29
SCHEDULE 1 Agent and Cash Network		30
SCHEDULE 2 Form of Board Resolution		41
SCHEDULE 3 X.X. Xxxxxx Worldwide Securities Services Custody Restricted Markets Schedule		42
SCHEDULE 4 ETFS Trust - List of Funds		45
ANNEX A Electronic Access		46
Appendix 1		48
Appendix 2		49

Global Custody Agreement - New York - General - May 2012

 

GLOBAL CUSTODY AGREEMENT

This Agreement, dated December 4, 2014, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“X.X. Xxxxxx”), with a place of business at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000; and ETFS TRUST, a Delaware statutory trust and registered investment company under the Investment Company Act of 1940 (“1940 Act”), on behalf of each Fund (defined below) with a place of business at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000.

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 and other associated services to each series of ETFS Trust (each a “Fund” and together the “Funds”) as listed on Schedule 4 hereto ( collectively, “the Customer”). X.X. Xxxxxx will be responsible for the performance of only those duties expressly set forth 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 providing the services under this Agreement and will not be liable for any losses resulting from Country Risk.
	(c)	The terms and conditions of this Agreement are applicable only to the services which are specified in this Agreement.
	(d)	This Agreement shall constitute a separate agreement as between each Fund and X.X. Xxxxxx, as if each Fund had executed a separate instrument with X.X. Xxxxxx, and no Fund shall have any liability for the obligations of any other Fund hereunder such that the property held by X.X. Xxxxxx for each Fund is the property of only that Customer. For the avoidance of doubt, the foregoing shall not relieve any party from any right or obligations it may have pursuant to another agreement or pursuant to Applicable Law.

1.2 Definitions; Interpretation

	(a)	As used herein, the following terms have the meaning hereinafter stated.
	“Account” has the meaning set forth in Section 2.1 of this Agreement.
	“Affiliate” means an entity controlling, controlled by, or under common control with, X.X. Xxxxxx or the Customer, as the case may be.
	“Affiliated Subcustodian 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.

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

“Authorized Person” means any person who has been designated by written notice from the Customer in the form as provided by X.X. Xxxxxx (or by written notice in the form as provided by X.X. Xxxxxx from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf of the Customer under this Agreement and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of Instructions. Such persons will continue to be Authorized Persons until 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 and includes 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 shall not include information which is or becomes available to the general public by means other than X.X. Xxxxxx’x breach of the terms of this Agreement or information which X.X. Xxxxxx obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information.

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

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

“Eligible Foreign Custodian” means: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country’s government or an agency thereof; and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States.

“Eligible Securities Depository” shall have the same meaning as in Rule 17f-7 under the 1940 Act as the same may be amended from time to time, or any

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other entity (other than an Eligible Securities Depository) that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.

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

“Foreign Custody Manager” has the meaning as set forth in paragraph (a) of Section 2.19.

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

“Instruction” means an instruction that has been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which X.X. Xxxxxx believes in good faith to have been given by an Authorized Person.

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

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

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on X.X. Xxxxxx’x income), or expenses of any kind whatsoever (whether actual or contingent and including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements and, where relevant, any and all amounts owing to X.X. Xxxxxx by the Customer’s counterparty in connection with collateral/control accounts established at X.X. Xxxxxx pursuant to the Customer’s Instruction) outstanding from time to time.

“Sealed Envelope” means a sealed envelope which the Customer requests X.X. Xxxxxx to hold in custody. Nothing in this definition shall obligate X.X. Xxxxxx to accept any such Sealed Envelope.

“Securities” means shares, stocks, debentures, bonds, notes or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts (e.g., American Depository Receipts (“ADRs”)), warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets or other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to X.X. Xxxxxx for the Securities Account.

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

“Securities Depository” means any securities depository, dematerialized book entry system or similar system for the central handling of Securities, whether or not acting in that capacity.

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

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

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

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

	(b)	Headings are for reference and convenience only and are not intended to affect interpretation.
	(c)	References to Articles and Sections are to Articles and Sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the Sections and paragraphs of the sub-sections in which they appear.
	(d)	Unless the context requires otherwise, references in this Agreement to “persons” shall include legal as well as natural entities; references importing the singular shall include the plural (and vice versa); use of the generic masculine pronoun shall include the feminine; use of the term “including” shall be deemed to mean “including but not limited to,” and references to appendices and numbered sections shall be to such addenda and provisions herein; all such addenda are hereby incorporated in this Agreement by reference.
	“U.S. Bank” means a U.S. bank as defined in Rule 17f-5(a)(7) under the 1940 Act.

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2.	WHAT X.X. XXXXXX IS REQUIRED TO DO
	2.1	Set Up Accounts
		(a)	X.X. Xxxxxx will establish and maintain the following accounts (“Accounts”):

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

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

	Notwithstanding paragraph 2.1(a)(ii), cash held in respect of those markets where the Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or Securities Depository will be held in that manner and will not be part of the Cash Account.
	(b)	At the request of the Customer, additional Accounts may be opened in the future, and such additional Accounts shall be subject to the terms of this Agreement.
	(c)	In the event that the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer 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)	X.X. Xxxxxx’x obligation to open Accounts pursuant to Section 2.1(a) is conditional upon X.X. Xxxxxx receiving such of the following documents as X.X. Xxxxxx may require:

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

(ii) evidence reasonably satisfactory to X.X. Xxxxxx of the due authorization and execution of this Agreement by the Customer (for example by a certified copy of a resolution of the Customer’s board of directors or equivalent governing body, substantially in the form set out in Schedule 2);

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	(iii)	A fund manager mandate completed by the fund manager designated by the Customer; and
	(iv)	in the case of any Account opened in a name not that of the Customer, documentation with respect to that name similar to that set forth in sub-sections (i) - (iii).

2.2 Cash Account

(a) Any amount standing to the credit of the Cash Account will be either:

	(i)	deposited during the period it is credited to the Accounts in one or more deposit accounts at X.X. Xxxxxx’x head office or at one of its non-U.S. branch offices and will constitute a debt owing to the Customer by X.X. Xxxxxx as a banker, provided that 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 restrictions on transactions in the applicable currency imposed by the country of the applicable currency; or
	(ii)	placed by X.X. Xxxxxx with a bank or other financial institution in the country in which the applicable currency is issued, in which case the deposit will constitute a debt owing to the Customer by that bank or other financial institution and not X.X. Xxxxxx, payable exclusively in the applicable currency at that bank or financial institution.

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

2.3 Segregation of Assets; Nominee Name

	(a)	X.X. Xxxxxx will identify in its books that Financial Assets credited to the Customer’s Securities Account belong to the Customer (except as otherwise may be agreed by X.X. Xxxxxx and the Customer).
	(b)	To the extent permitted by Applicable Law or market practice, X.X. Xxxxxx will require each Subcustodian to identify in its own books that Financial Assets held at such Subcustodian by X.X. Xxxxxx on behalf of its customers belong to customers of X.X. Xxxxxx, such that it is readily apparent that the Financial Assets do not belong to X.X. Xxxxxx or the Subcustodian.
	(c)	X.X. Xxxxxx is authorized, in its discretion:

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

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	(iii)	to hold Securities in omnibus accounts on a fungible basis and to accept delivery of Securities of the same class and denomination as those deposited with X.X. Xxxxxx or its Subcustodian;
	(iv)	to register in the name of 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)	to decline to accept any asset or property which it deems to be unsuitable or inconsistent with its custodial operations provided it will notify the Customer as soon as reasonably practicable of such decision.

	2.4	Settlement of Transactions
		Subject to Article 3 and Section 4.2 of this Agreement, X.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes X.X. Xxxxxx to deliver Securities or payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of X.X. Xxxxxx, and the risk of loss arising from any such action will be borne by the Customer. In the case of the failure of the Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, X.X. Xxxxxx will notify the Customer in the event such failure relates to market and rebalance trades, and contact the Counterparty to seek settlement in the event such failure relates to ETF creation or redemption activity. If the Customer’s counterparty continues to fail to deliver the expected consideration, X.X. Xxxxxx will provide information reasonably requested by the Customer that X.X. Xxxxxx has in its possession to allow the Customer to enforce rights that the Customer has against the Customer’s counterparty, but neither X.X. Xxxxxx nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

2.5 Contractual Settlement Date Accounting

(a) X.X. Xxxxxx will effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement for those Financial Assets and transactions as to which X.X. Xxxxxx customarily offers contractual settlement date accounting. X.X. Xxxxxx reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons.

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

		Upon request, X.X. Xxxxxx shall provide the Customer with a list of those markets for which it provides contractual settlement date accounting. X.X. Xxxxxx may add markets to or remove markets from such list upon reasonable notice to the Customer.
	(b)	X.X. Xxxxxx may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon notice to the Customer in cases where X.X. Xxxxxx reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. The Customer will be responsible for any costs or Liabilities resulting from such reversal. 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 and/or Financial Assets available to the Customer.

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

2.7 Income Collection (AutoCredit®)

	(a)	X.X. Xxxxxx will monitor information publicly available in the applicable market about forthcoming income payments on the Financial Assets, and will promptly notify the Customer of such information.
	(b)	X.X. Xxxxxx will credit the Cash Account with 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 (“AutoCredit”) for those Financial Assets and/or markets as to which X.X. Xxxxxx customarily offers an AutoCredit service. X.X. Xxxxxx reserves the right to restrict in good faith the availability of AutoCredit for credit or operational reasons. Upon request, X.X. Xxxxxx shall provide the Customer with a

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		list of AutoCredit eligible markets. X.X. Xxxxxx may add markets to or remove markets from the list of AutoCredit markets upon notice to the Customer that is reasonable in the circumstances. X.X. Xxxxxx may reverse AutoCredit credits upon oral or written notification to the Customer if X.X. Xxxxxx believes that the corresponding payment will not be received by X.X. Xxxxxx within a reasonable period or the credit was incorrect.
	(c)	When the AutoCredit service is not available, income on Financial Assets, net of any taxes withheld by X.X. Xxxxxx or any third party, will be credited only after actual receipt and reconciliation by X.X. Xxxxxx.
	(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, but neither X.X. Xxxxxx nor its Subcustodians will be obliged to file any formal notice of default, institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

2.8 Miscellaneous Administrative Duties

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

	(i)	present all Financial Assets for which X.X. Xxxxxx has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;
	(ii)	execute in the name of the Customer such certificates as may be required to obtain payment in respect of Financial Assets; and
	(iii)	exchange interim or temporary documents of title held in the Securities Account for definitive documents of title.

	(b)	In the event that, as a result of holding of Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, X.X. Xxxxxx will credit the Customer with the amount of cash it would have received had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to X.X. Xxxxxx its interest in such fractional interests.
	(c)	If some, but not all, of an outstanding class of Financial Assets is called for redemption, X.X. Xxxxxx may allot the amount redeemed among the respective beneficial holders of such a class of Financial Assets on a pro rata basis or in a similar manner X.X. Xxxxxx deems fair and equitable.
	(d)	X.X. Xxxxxx reserves the right to reverse any transactions that are credited to the Accounts due to mis-postings and other such similar

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actions. If such action results in a loss to Customer, X.X. Xxxxxx will be liable for such loss, subject to Section 7 of this Agreement.

2.9 Corporate Actions

	(a)	X.X. Xxxxxx will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. X.X. Xxxxxx also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. X.X. Xxxxxx will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action) to the Customer or its Authorized Person.
	(b)	X.X. Xxxxxx will act in accordance with the Customer’s Instructions in relation to such Corporate Actions. If the Customer fails to provide X.X. Xxxxxx with timely Instructions with respect to any Corporate Action, neither X.X. Xxxxxx nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by X.X. Xxxxxx and the Customer or as may be set forth by X.X. Xxxxxx as a default action in the notification it provides under Section 2.9(a) with respect to that Corporate Action.

	2.10	Class Action Litigation
		Any notices received by X.X. Xxxxxx’x corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to the Customer if X.X. Xxxxxx, using reasonable care and diligence in the circumstances, identifies that the Customer 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 2.10 are available only in certain markets, details of which are available from X.X. Xxxxxx on request.

2.11 Proxies

	(a)	X.X. Xxxxxx will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.11(c), act in accordance with the Customer’s Instructions in relation to such meetings (the “Proxy Voting Service”).
	(b)	The Proxy Voting Service is available only in certain markets, details of which are available from X.X. Xxxxxx on request. Provision of the Proxy Voting Service is conditional upon receipt by X.X. Xxxxxx of a duly completed enrollment form as well as additional documentation that may be required for certain markets.
	(c)	The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder

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		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, or otherwise in a manner which affects voting;
	(iv)	local market regulations or practices, or restrictions by the issuer; and
	(v)	X.X. Xxxxxx being required to vote all shares held for a particular issue for all of X.X. Xxxxxx’x customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, X.X. Xxxxxx will notify the Customer.

	2.12	Statements of Account
		(a)	X.X. Xxxxxx will provide the Customer with electronic access to Account information (the “Information”) that will enable the Customer to generate or receive reports and statements of account for each Account, identifying cash and Financial Assets held in the Account 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.
		(b)	The Customer acknowledges that information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. X.X. Xxxxxx will not be liable for any loss or damage arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted.
	2.13	Access to X.X. Xxxxxx’x Records
		(a)	X.X. Xxxxxx will allow the Customer’s auditors and independent public accountants such reasonable access to the records of X.X. Xxxxxx relating to the Accounts as may be required in connection with their examination of books and records pertaining to the Customer’s affairs.

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		Subject to restrictions under the relevant local law, X.X. Xxxxxx shall direct any Subcustodian to permit the Customer’s auditors and independent public accountants, reasonable access to the records of any Subcustodian of Financial Assets held in the Securities Account as may be required in connection with such examination.
	(b)	X.X. Xxxxxx will, upon reasonable written notice, allow the Customer reasonable access during normal working hours to the records of X.X. Xxxxxx relating to the Accounts. X.X. Xxxxxx may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse X.X. Xxxxxx for the reasonable cost of copying, collating and researching archived information.

	2.14	Maintenance of Financial Assets at Subcustodian Locations
		(a)	Unless Instructions require another location acceptable to X.X. Xxxxxx, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are located. X.X. Xxxxxx reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time. X.X. Xxxxxx may modify Schedule 1 to this Agreement upon notice to the Customer.
		(b)	X.X. Xxxxxx reserves the right to restrict the services it provides in certain markets that are deemed by X.X. Xxxxxx to be restricted markets from time to time. A current list of these markets, and a summary of the related restrictions, is set forth on Schedule 3. X.X. Xxxxxx may update Schedule 3 from time to time upon notice to the Customer.
	2.15	Tax Relief Services
		X.X. Xxxxxx will provide tax relief services as provided in Section 8.2.
	2.16	Foreign Exchange Transactions
		To facilitate the administration of the Customer’s trading and investment activity, X.X. Xxxxxx may, but will not be obliged to, enter into spot or forward foreign exchange contracts with the Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing Instructions, may be issued with respect to such contracts 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 its 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 the terms and conditions of such

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		foreign exchange contracts or facilities (as the case may be) will apply to such transactions. With respect to the Customer’s foreign exchange contracts or facilities with X.X. Xxxxxx, X.X. Xxxxxx will be acting as the Customer’s principal counterparty on such foreign exchange contracts or facilities (as the case may be).
	2.17	Notifications
		If the Customer has agreed to access information concerning the Accounts through X.X. Xxxxxx’x website, X.X. Xxxxxx may make any notifications required under this Agreement by posting it on the website.
	2.18	Sealed Envelopes
		From time to time, at the Customer’s request, X.X. Xxxxxx may agree to hold certain Sealed Envelopes in custody for the Customer. Notwithstanding anything in this Agreement to the contrary, X.X. Xxxxxx’x sole responsibility with regards to Sealed Envelopes will be to hold them in X.X. Xxxxxx’x or in a Subcustodian’s possession. X.X. Xxxxxx shall not be responsible for verifying the content of any Sealed Envelope purported to contain assets or assessing the value, validity or transferability of any such assets (including the existence or value of any investments contained in any Sealed Envelope). With respect to Sealed Envelopes, neither X.X. Xxxxxx nor its Subcustodians will be obligated to perform any service or action described in this Agreement, including, but not limited to, asset servicing, tax services, corporate actions, income or dividend collection, settlement services or class action litigation.
	2.19	Compliance with Rule 17f-5 - Foreign Custody Manager Delegation

(a) The Customer’s board of trustees (or equivalent body) (hereinafter “Board”) hereby delegates to X.X. Xxxxxx, and, except as to the country or countries as to which X.X. Xxxxxx may, from time to time, advise the Customer that it does not accept such delegation, X.X. Xxxxxx hereby accepts the delegation to it, of the obligation to perform as the Customer’s “Foreign Custody Manager” (as that term is defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)) and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).

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

(i) provide written reports notifying the Customer’s Board of the placement of Financial Assets and cash with particular Eligible Foreign Custodians and of any material change in the

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

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

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

(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market; and

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

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

(c) Except as expressly provided herein, the Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations,

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interpretations and exemptive orders as promulgated by or under the authority of the SEC.

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

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

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

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

(b) X.X. Xxxxxx shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.20(a) above.

(c) Based on the information available to it in the exercise of diligence, X.X. Xxxxxx shall determine the eligibility under rule 17f-7 of each

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			depository before including it on Appendix 2 hereto and shall promptly advise the Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by X.X. Xxxxxx as of the date hereof are set forth in Appendix 2 hereto, and as the same may be amended on notice to the Customer from time to time.)
3.	INSTRUCTIONS
	3.1	Acting on Instructions; Method of Instruction and Unclear Instructions
		(a)	The Customer authorizes X.X. Xxxxxx to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Customer will indemnify the X.X. Xxxxxx Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the X.X. Xxxxxx Indemnitees as a result of any action or omission taken in accordance with any Instruction unless the Liabilities results from an act of negligence, fraud or willful misconduct on the part of a X.X. Xxxxxx Indemnitee with respect to the manner in which such Instruction is followed.
		(b)	To the extent possible, instructions to X.X. Xxxxxx shall be sent via electronic instruction or trade information system acceptable to X.X. Xxxxxx or via facsimile transmission. Where reasonably practicable, the Customer will use automated and electronic methods of sending Instructions.
		(c)	X.X. Xxxxxx shall promptly notify an Authorized Person if X.X. Xxxxxx determines that an Instruction does not contain all information reasonably necessary for X.X. Xxxxxx to carry out the Instruction. X.X. Xxxxxx may decline to act upon an Instruction if it does not receive clarification or confirmation reasonably satisfactory to it. X.X. Xxxxxx will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification reasonably satisfactory to it.
	3.2	Verification and Security Procedures
		(a)	X.X. Xxxxxx and the Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall separately ensure that any codes, passwords or similar devices are reasonably safeguarded.
		(b)	Either party may record any of their telephone communications.
	3.3	Instructions; Contrary to Law/Market Practice
		X.X. Xxxxxx need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice, and X.X. Xxxxxx shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event X.X. Xxxxxx does not act upon such Instructions, X.X. Xxxxxx will notify the Customer where reasonably practicable.

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	3.4	Cut-Off Times
		X.X. Xxxxxx has established cut-off times for receipt of Instructions, which will be made available to the Customer. If X.X. Xxxxxx receives an Instruction after its established cut-off time, X.X. Xxxxxx will attempt to act upon the Instruction on the day requested if X.X. Xxxxxx deems it practicable to do so or otherwise as soon as practicable after that day.
	3.5	Electronic Access
		Access by the Customer to certain applications or products of X.X. Xxxxxx via X.X. Xxxxxx’x web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Annex A.
4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO X.X. XXXXXX
	4.1	Fees and Expenses
		The Customer will pay X.X. Xxxxxx for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with X.X. Xxxxxx’x reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing 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. 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 to the extent that the Customer has objected to the invoice 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 interest on overdue amounts from the due date until actual payment at such rate as X.X. Xxxxxx customarily charges for similar overdue amounts.
	4.2	Overdrafts
		If a debit to any currency in the Cash Account results in a debit balance, then X.X. Xxxxxx may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to 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 on demand, bearing interest at the applicable rate charged by X.X. Xxxxxx from time to time, for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against the Customer with respect to any overdraft) and otherwise on the terms on which X.X. Xxxxxx makes similar overdrafts available from time to time. No prior action or course of dealing on X.X. Xxxxxx’x part with respect to the settlement of transactions on the Customer’s behalf will be asserted by the Customer against X.X. Xxxxxx for X.X. Xxxxxx’x refusal to make advances to the Cash Account or to settle any transaction for which the Customer does not have

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		sufficient available funds in the applicable currency in the Account. The Customer shall be deemed to be in default with respect to any such advance upon the occurrence of any event of the type specified in section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to time.
	4.3	X.X. Xxxxxx’x Right Over Securities; Set-off
		(a)	Without prejudice to X.X. Xxxxxx’x rights under Applicable Law, X.X. Xxxxxx and its Affiliates shall have, and the Customer grants to X.X. Xxxxxx 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 or any of its Affiliates, and X.X. Xxxxxx shall be entitled without notice to the Customer, to withhold delivery of such Account Assets, sell or otherwise realize any of such Account Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities. For this purpose, X.X. Xxxxxx may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies.
		(b)	Without prejudice to X.X. Xxxxxx’x rights under Applicable Law, X.X. Xxxxxx may set off against any Liabilities of the Customer to X.X. Xxxxxx or any of its 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 Affiliate of X.X. Xxxxxx or (ii) owed to the Customer by any X.X. Xxxxxx branch or office or by any Affiliate of X.X. Xxxxxx. For this purpose, X.X. Xxxxxx 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.
5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
	5.1	Appointment of Subcustodians; Use of Securities Depositories
		(a)	X.X. Xxxxxx is authorized under this Agreement to act through and hold the Customer’s Financial Assets with Subcustodians. X.X. Xxxxxx will use reasonable care in the selection, monitoring and continued appointment of such Subcustodians. In addition, X.X. Xxxxxx and each Subcustodian may deposit Securities with, and hold Securities in any Securities Depository on such terms as such Securities Depository customarily operates and the Customer will provide X.X. Xxxxxx with such documentation or acknowledgements that X.X. Xxxxxx may require to hold the Financial Assets in such Securities Depository.
		(b)	Unless required otherwise by Applicable law in the relevant market, any agreement X.X. Xxxxxx enters into with a Subcustodian for holding X.X. Xxxxxx’x customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind

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			in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. X.X. Xxxxxx shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the Customer’s assets. Where a Subcustodian deposits Securities with a Securities Depository, X.X. Xxxxxx will cause the Subcustodian to identify on its records that the Securities deposited by the Subcustodian at such Securities Depository belong to X.X. Xxxxxx, as agent. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian.
		(c)	X.X. Xxxxxx is not responsible for the selection or monitoring of any Securities Depository and will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event the Customer incurs a loss due to the negligence, willful default, or insolvency of a Securities Depository, X.X. Xxxxxx will make reasonable efforts, in its discretion, to seek recovery from the Securities Depository, but X.X. Xxxxxx will not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
	5.2	Liability for Subcustodians
		(a)	Subject to Section 7.1(b), X.X. Xxxxxx will be liable for direct losses incurred by 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)	Subject to Section 5.1(a) and X.X. Xxxxxx’x duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by X.X. Xxxxxx in its oversight process, X.X. Xxxxxx will not be responsible for any losses (whether direct or indirect) incurred by the Customer that result from the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian Bank.
		(c)	X.X. Xxxxxx reserves the right to add, replace or remove Subcustodians. X.X. Xxxxxx will give prompt notice of any such action, which will be advance notice if practicable. Upon request by the

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			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.
6.	ADDITIONAL PROVISIONS
	6.1	Representations of the Customer and X.X. Xxxxxx
		(a)	The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets, Sealed Envelopes and cash in the Accounts, to use X.X. Xxxxxx as its custodian in accordance with the terms of this Agreement, to borrow money (either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), xxxxx x xxxx over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by X.X. Xxxxxx, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against the Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by X.X. Xxxxxx or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of X.X. Xxxxxx; (iv) it is a resident of the United States and shall notify X.X. Xxxxxx of any changes in residency; (v) the Financial Assets, Sealed Envelopes and cash deposited in the Accounts (other than those assets held in Accounts established pursuant to certain account control agreements (“Control Account Assets”) among the Customer, X.X. Xxxxxx and secured party named therein) 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, Sealed Envelopes or cash (other than Control Account Assets); (vi) no delivery of Securities by the Customer to X.X. Xxxxxx and no Instruction by the Customer with respect to such Securities will contravene Applicable Law; and (vii) none of the Financial Assets, Sealed Envelopes and cash 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 certification by the Customer to it of certain information as may be required to perform X.X. Xxxxxx’x obligations under this Agreement and the Customer shall indemnify X.X. Xxxxxx against all losses, liability, claims or demands arising directly or indirectly from it reasonably relying upon any such certified information.

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		(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.
	6.2	The Customer is Liable to X.X. Xxxxxx Even if it is Acting for Another Person
		If the Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in respect of any transaction, cash, or Financial Asset, X.X. Xxxxxx nevertheless will treat the Customer as its principal for all purposes under this Agreement. In this regard, the Customer will be liable to X.X. Xxxxxx as a principal in respect of any transactions relating to the Account. The foregoing will not affect any rights X.X. Xxxxxx might have against the Customer’s principal or the other person envisaged by Section 2.1(a).
	6.3	Special Settlement Services
		X.X. Xxxxxx may, but shall not be obliged to, make available to the Customer from time to time special settlement services (including continuous linked settlement) for transactions involving Securities, cash, foreign exchange, and other instruments or contracts. The Customer shall comply, and shall cause its Authorized Persons to comply, with the requirements of any external settlement agency through which such settlements may be processed, including, without limitation, its rules and by-laws, where applicable.
7.	WHEN X.X. XXXXXX IS LIABLE TO THE CUSTOMER
	7.1	Standard of Care; Liability
		(a)	X.X. Xxxxxx will use reasonable care in performing its obligations under this Agreement. In the absence of negligence, fraud or willful misconduct, X.X. Xxxxxx will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.
		(b)	X.X. Xxxxxx will be liable for the Customer’s direct damages to the extent they result from X.X. Xxxxxx’x fraud, negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under no circumstances will X.X. Xxxxxx be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, X.X. Xxxxxx’x performance under this Agreement, or X.X. Xxxxxx’x role as custodian.
		(c)	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 the X.X. Xxxxxx Indemnitees have not acted

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			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) of this Agreement.
		(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 of any Security other than as provided in Section 2.7(b) of this Agreement; 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 Financial Assets or cash. 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.
	7.2	Force Majeure
		X.X. Xxxxxx will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards. X.X. Xxxxxx will have no liability, however, for any damage, loss, expense or liability of any nature that the Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (other than on the part of X.X. Xxxxxx or its employees), malfunction of equipment or software (except where such malfunction is primarily and directly attributable to X.X. Xxxxxx’x negligence in maintaining the equipment or software), currency re-denominations, failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of X.X. Xxxxxx (including without limitation, the non-availability of appropriate foreign exchange).
	7.3	X.X. Xxxxxx May Consult With Counsel
		X.X. Xxxxxx will be entitled to rely on, and may act upon the advice of professional advisors in relation to matters of law, regulation or market practice (which may be the professional advisors of the Customer), and will not be liable to the Customer under this Agreement for any action taken or omitted pursuant to such advice, provided that X.X. Xxxxxx exercised reasonable care in the selection of such professional advisors. X.X. Xxxxxx will consult with Customer prior to obtaining the advice of a professional advisor in the event X.X. Xxxxxx intends to seek reimbursement for such professional advisor’s fees

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		from the Customer. Further, this clause will not restrict or otherwise limit any liability that X.X. Xxxxxx would otherwise incur under this Agreement for actions taken or omitted prior to seeking such advice.
	7.4	X.X. Xxxxxx Provides Diverse Financial Services and May Generate Profits as a Result
		The Customer hereby authorizes X.X. Xxxxxx to act under this Agreement notwithstanding that: (a) X.X. Xxxxxx or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by the Customer with respect to the Account or that circumstances are such that X.X. Xxxxxx may have a potential conflict of duty or interest, including the fact that X.X. Xxxxxx or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of the activities listed herein and (b) X.X. Xxxxxx or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of the Customer. X.X. Xxxxxx is not under any duty to disclose any such information.
	7.5	Assets Held Outside X.X. Xxxxxx’x Control
		X.X. Xxxxxx will not be obliged to (a) hold Financial Assets or cash with any person not agreed to by X.X. Xxxxxx or (b) register or record Financial Assets in the name of any person not agreed to by X.X. Xxxxxx. Furthermore, X.X. Xxxxxx will not be obliged to register or record on X.X. Xxxxxx’x records Financial Assets held outside X.X. Xxxxxx’x control. If, however, the Customer makes any such request and X.X. Xxxxxx agrees to the request, the consequences of doing so will be at the Customer’s own risk. X.X. Xxxxxx shall not be liable for any losses incurred as a result and may be precluded from providing some of the services referred to in this Agreement (for example, and without limitation, income collection, proxy voting, class action litigation and Corporate Action notification and processing).
	7.6	Ancillary Services
		X.X. Xxxxxx and its Subcustodians may use third party delivery services and providers of information regarding non-core custody services matters such as pricing, proxy voting, corporate actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities. Although X.X. Xxxxxx will use reasonable care (and cause its Subcustodians to use reasonable care) in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.
	7.7	Service Locations
		X.X. Xxxxxx maintains various operational/service centers and locations through the United States and foreign jurisdictions. The services provided

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		under this Agreement may be provided from one or more such locations. X.X. Xxxxxx may change the operational/service centers and locations as it deems necessary or appropriate for its business concerns.
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 liability for any taxes, penalties, interest or additions to tax, payable or paid that result from (i) the inaccurate completion of documents by the Customer or any third party; (ii) 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, additional tax shall be deducted from all income received in respect of the Financial Assets issued (including, but not limited to, United States non-resident alien tax and/or backup withholding tax).
		(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, 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. To defray

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			expenses pertaining to nominal tax claims, 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 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.
9.	TERMINATION
	9.1	Termination
		(a)	The initial term of this Agreement shall be for a period of three years following the date on which X.X. Xxxxxx commenced providing services under the Agreement. Following the initial term, either party may terminate this Agreement on one hundred and twenty (120) days’ written notice to the other party.
		(b)	Notwithstanding Section 9.1(a):

			(i)	Either party may terminate this Agreement immediately on written notice to the other party in the event that a material breach of this Agreement by the other party has not been cured within thirty (30) days’ of that party being given written notice of the material breach;
			(ii)	Either party may terminate this Agreement immediately on written notice to the other party upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management, being subject to an involuntary order for the transfer of all or part of its business by a statutory authority, having any of its issued shares suspended from trading on any exchange on which they are listed (if applicable) or being the subject of a similar measure;
			(iii)	X.X. Xxxxxx may terminate this Agreement on sixty (60) days’ written notice to the Customer in the event that X.X. Xxxxxx reasonably determines that the Customer

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		has ceased to satisfy X.X. Xxxxxx’x customary credit requirements; and
	(iv)	The Customer may terminate this Agreement at any time on sixty (60) days’ written notice to X.X. Xxxxxx upon payment of a termination fee. The termination fee will be an amount equal to six (6) times the average monthly fees paid during the six month period prior to the Customer’s notice of termination, or since the date X.X. Xxxxxx commenced providing services under this Agreement if that period is less than six months.

	9.2	Exit Procedure
		The Customer will provide X.X. Xxxxxx full details of the persons to whom X.X. Xxxxxx must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. 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 Financial Assets and cash to its successor custodian, but X.X. Xxxxxx may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that X.X. Xxxxxx is unwilling to assume any related credit risk.  X.X. Xxxxxx will in any event be entitled to deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, X.X. Xxxxxx will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse X.X. Xxxxxx promptly for all out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

10. MISCELLANEOUS

10.1 Notices

		Notices pursuant to Section 9 of this Agreement shall be sent or served by registered mail, overnight delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing.
	10.2	Successors and Assigns

This Agreement will be binding on each of the parties’ successors and assigns. 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 or delayed; except X.X. Xxxxxx may assign this Agreement without the Customer’s consent to (a) any Affiliate or subsidiary of X.X. Xxxxxx or (b) in connection with a merger, reorganization, stock sale or sale of all or substantially all of X.X. Xxxxxx’x custody business.

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	10.3	Entire Agreement
		This Agreement, including the Schedules, Exhibits, and Riders, (and any separate agreement which X.X. Xxxxxx and the Customer may enter into with respect to any Cash Account), sets out the entire Agreement between the parties in connection with the subject matter hereof, and this Agreement supersedes any other agreement, statement or representation relating to custody, whether oral or written. Amendments must be in writing and, except where this Agreement provides for amendments by notice from X.X. Xxxxxx, signed by both parties.
	10.4	Information Concerning Deposits at X.X. Xxxxxx’x Non-US Branch
		Under U.S. federal law, deposit accounts that the Customer maintains in X.X. Xxxxxx’x foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of X.X. Xxxxxx’x liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.
	10.5	Insurance
		The Customer acknowledges that X.X. Xxxxxx will not be required to maintain any insurance coverage specifically for the benefit of the Customer. X.X. Xxxxxx will, however, provide summary information regarding its own general insurance coverage to the Customer upon written request.
	10.6	Security Holding Disclosure
		With respect to Securities and Exchange Commission Rule 14b-2 under The U.S Shareholder Communications Act, regarding disclosure of beneficial owners to issuers of Securities, X.X. Xxxxxx is instructed not to disclose the name, address or Security positions of the Customer in response to shareholder communications requests regarding the Account.
	10.7	USA PATRIOT Act Disclosure
		Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires X.X. Xxxxxx to implement reasonable procedures to verify the identity of any person that opens a new Account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act and X.X. Xxxxxx’x identity verification procedures require X.X. Xxxxxx to obtain information which may be used to confirm the Customer’s identity, including without limitation the Customer’s name, address and organizational documents (“identifying information”). The Customer may also be asked to provide information about its financial status such as its current audited and unaudited financial statements. The Customer agrees to provide X.X. Xxxxxx with and consents to X.X. Xxxxxx obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by X.X. Xxxxxx.

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	10.8	Governing Law and Jurisdiction
		This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction the Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, the Customer shall not claim, and it hereby irrevocably waives, such immunity.
	10.9	Severability; Waiver; and Survival

		(a)	If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions will not in any way be affected or impaired.
		(b)	Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right under this Agreement operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless it is in writing and signed by the party against whom the waiver is to be enforced.
		(c)	The parties’ rights, protections, and remedies under this Agreement shall survive its termination.

10.10 Confidentiality

(a) Subject to Clause 10.10(b) X.X. Xxxxxx will hold all Confidential Information in confidence and will not disclose any Confidential Information 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.

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

			(i)	any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that X.X. Xxxxxx believes it is reasonably required in connection with X.X. Xxxxxx’x provision of relevant services under this Agreement;
			(ii)	its professional advisors, auditors or public accountants;
			(iii)	its Affiliates and branches; and
			(iv)	any revenue authority or any governmental entity in relation to the processing of any tax relief claim.
	(c)	Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions, including, without limitation, any commercial terms, of this Agreement in confidence.

	10.11	Counterparts
		This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.
	10.12	No Third Party Beneficiaries
		A person who is not a party to this Agreement shall have no right to enforce any term of this Agreement.

ETFS Trust			JPMORGAN CHASE BANK, N.A.
By:	/s/ Xxxxxx Xxxxxx		By:	/s/ Xxxxx Xxxxxx
Name: Xxxxxx Xxxxxx			Name: Xxxxx Xxxxxx
Title: President			Title: Vice President
Date: December 4, 2014			Date: December 22, 2014

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SCHEDULE 1
AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)	Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
ARGENTINA		HSBC Bank Argentina S.A. Xxxxxxx Xxxxxx Xxxxxx 000, 0xx Xxxxx X0000XXX Xxxxxx Xxxxx XXXXXXXXX		HSBC Bank Argentina S.A. Buenos Aires
AUSTRALIA		JPMorgan Chase Bank, N.A.** Xxxxx 00, 00 Xxxxxxx Xxxxxx Xxxxxxxxx 0000 XXXXXXXXX		Xxxxxxxxx and New Zealand Banking Group Ltd. Melbourne
AUSTRIA		UniCredit Bank Austria AG Xxxxxx Xxxxxxx Xxxxx - 0 X-0000 Xxxxxx XXXXXXX		X.X. Xxxxxx AG** Frankfurt
BAHRAIN		HSBC Bank Middle East Limited 1st Floor, Building No 2505, Road No 2832 Al Seef 428 BAHRAIN		HSBC Bank Middle East Limited Al Seef
BANGLADESH		Standard Chartered Bank Xxxxxxxx Xxxxx Xxxxx-0, 00 Xxxxxxx Xxxxxx Xxxxxxx Xxxxx-0000 XXXXXXXXXX		Standard Chartered Bank Dhaka
BELGIUM		BNP Paribas Securities Services S.C.A. Xxxxxxxxx Xxxxx Xxxxxxx 0 0xx Xxxxx 0000 Xxxxxxxx XXXXXXX		X.X. Xxxxxx A.G.** Frankfurt
BERMUDA		HSBC Bank Bermuda Limited 0 Xxxxx Xxxxxx Xxxxxxxx XX 11 BERMUDA		HSBC Bank Bermuda Limited Hamilton
BOTSWANA		Standard Chartered Bank Botswana Limited 5th Floor, Standard House P.O. Box 496 Queens Road, The Mall Gaborone BOTSWANA		Standard Chartered Bank Botswana Limited Gaborone
BRAZIL		X.X. Xxxxxx S.A. DTVM** Rua Xx. Xxxxxx Xxxx xx Xxxxxx, 1017, Floor 9 Sao Paulo SP 00000-000 XXXXXX		X.X. Xxxxxx S.A. DTVM** Sao Paulo
BULGARIA		Citibank Europe plc Serdika Offices 10th Floor 00 Xxxxxxxxxx Xxxx Xxxxx 0000 XXXXXXXX		ING Bank N.V. Sofia

** X.X. Xxxxxx affiliate Page 1 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
CANADA		Canadian Imperial Bank of Commerce Commerce Court West Security Level Toronto Ontario M5L 1G9 CANADA Royal Bank of Canada 000 Xxxxxxxxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx Xxxxxxx X0X 0X0 XXXXXX		Royal Bank of Canada Toronto
CHILE		Banco Santander Xxxxx Xxxxxxx 000, Xxxx 0 Xxxxxxxx XXXXX		Banco Santander Chile Xxxxxxxx
CHINA A-SHARE		HSBC Bank (China) Company Limited 00/X, XXXX Xxxxxxxx, Xxxxxxxx ifc 0 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx 000000 THE PEOPLE’S REPUBLIC OF CHINA		HSBC Bank (China) Company Limited Shanghai
CHINA B-SHARE		HSBC Bank (China) Company Limited 00/X, XXXX Xxxxxxxx, Xxxxxxxx ifc 0 Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx 000000 THE PEOPLE’S REPUBLIC OF CHINA		JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A., Hong Kong** Hong Kong
CHINA CONNECT		JPMorgan Chase Bank, N.A.** 48th Floor, One Island East 00 Xxxxxxxxx Xxxx, Xxxxxx Xxx XXXX XXXX		XXXxxxxx Chase Bank, N.A.** Hong Kong
COLOMBIA		CorpBanca Investment Trust Colombia X.X. Xxxxxxx 0 Xx. 00-00, Xxxx 00 Xxxxxx XXXXXXXX		Banco CorpBanca Investment Trust S.A. Bogotá
*COSTA RICA*		Banco BCT, S.A. 150 Metros Norte de la Catedral Metropolitana Edificio BCT San Xxxx XXXXX RICA		Banco BCT, S.A. San Xxxx
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
CROATIA		Privredna Banka Zagreb d.d. Xxxxxxxx xxxxx 00 00000 Xxxxxx XXXXXXX		Zagrebacka Banka d.d. Zagreb
CYPRUS		HSBC Bank plc 109-111, Messogian Ave. 000 00 Xxxxxx XXXXXX		X.X. Xxxxxx AG** Frankfurt

** X.X. Xxxxxx affiliate Page 2 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
CZECH REPUBLIC		UniCredit Bank Czech Republic and Slovakia, a.s. XX Xxxxxxx - XXXXXXXXXX Xxxxxxxxxx 0000-0 000 00 Xxxxxx 0 XXXXX XXXXXXXX		Ceskoslovenska obchodni banka, a.s. Prague
DENMARK		Nordea Bank Danmark A/S Christiansbro Xxxxxxxxxx 0 X.X. Xxx 000 XX-0000 Xxxxxxxxxx X XXXXXXX		Nordea Bank Danmark A/S Copenhagen C
EGYPT		Citibank, N.A. 4 Xxxxx Xxxxx Street Garden City Cairo EGYPT		Citibank, N.A. Cairo
ESTONIA		Swedbank AS Xxxxxxxxx 0 00000 Xxxxxxx XXXXXXX		X.X. Xxxxxx AG** Frankfurt
FINLAND		Nordea Bank Finland Plc Xxxxxxx Xxxxx katu 3-5 FIN-00020 NORDEA Helsinki FINLAND		X.X. Xxxxxx AG** Frankfurt
FRANCE		BNP Paribas Securities Services S.C.A. Les Grands Moulins xx Xxxxxx 0, xxx xx Xxxxxxxxxxx 00000 Xxxxxx XXXXXX		X.X. Xxxxxx AG** Frankfurt
GERMANY		Deutsche Bank AG Alfred-Herrhausen-Allee 16-24 D-65760 Eschborn GERMANY X.X. Xxxxxx AG#** Xxxxxxxxxxxxxx 00 00000 Xxxxxxxxx XXXXXXX # Custodian for local German custody clients only.		X.X. Xxxxxx AG** Frankfurt
GHANA		Standard Chartered Bank Ghana Limited Xxxxx Xxxx Xxxxxx X.X. Xxx 000 Xxxxx XXXXX		Standard Chartered Bank Ghana Limited Accra
GREECE		HSBC Bank plc Messogion 109-111 11526 Athens GREECE		X.X. Xxxxxx AG** Frankfurt

** X.X. Xxxxxx affiliate Page 3 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
HONG KONG		JPMorgan Chase Bank, N.A.** 48th Floor, One Island East 00 Xxxxxxxxx Xxxx, Xxxxxx Xxx XXXX XXXX		XXXxxxxx Chase Bank, N.A.** Hong Kong
HUNGARY		Deutsche Bank AG Xxxx xxxx 00 X-0000 Xxxxxxxx XXXXXXX		ING Bank N.V. Budapest
*ICELAND*		Islandsbanki hf. Xxxxxxxxxxxx 0 XX-000 Xxxxxxxxx XXXXXXX		Islandsbanki hf. Reykjavik
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
INDIA		JPMorgan Chase Bank, N.A.** 6th Floor, Paradigm ‘B’ Wing Mindspace, Malad (West) Mumbai 400 064 INDIA		JPMorgan Chase Bank, N.A.** Mumbai
INDONESIA		Deutsche Bank AG Deutsche Bank Building 80 Jl. Xxxxx Xxxxxx Xxxxxxx 00000 XXXXXXXXX		Deutsche Bank AG Jakarta
IRELAND		JPMorgan Chase Bank, N.A.** 00 Xxxx Xxxxxx, Xxxxxx Xxxxx Xxxxxx X00 0XX XXXXXX XXXXXXX		X.X. Xxxxxx AG** Frankfurt
ISRAEL		Bank Leumi le-lsrael B.M. 00, Xxxxxx Xxxxxx Xxxxxx 00000 Xxx Xxxx XXXXXX		Bank Leumi le-lsrael B.M. Tel Aviv
ITALY		BNP Paribas Securities Services S.C.A. Xxx Xxxxxxx, 0 00000 Xxxxx XXXXX		X.X. Xxxxxx AG** Frankfurt
JAPAN		Mizuho Bank, Ltd. 0-00-00, Xxxxxxxxxx Xxxx-xx Xxxxx 000-0000 XXXXX The Bank of Tokyo-Mitsubishi UFJ, Limited 0-0-0 Xxxxxxxxxx Xxxxxxx-xxx Xxxx-xx Xxxxx 000-0000 XXXXX		JPMorgan Chase Bank, N.A.** Tokyo

** X.X. Xxxxxx affiliate Page 4 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
*JORDAN*		Standard Chartered Bank Shmeissani Branch Xx-Xxxxxxx Xxxxxx Xxxxxxxx # 0 X.X.XXX 000000 Amman - 11110 Xxxxxx XXXXXX		Xxxxxxxx Xxxxxxxxx Xxxx Xxxxx - 00000
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
KAZAKHSTAN		JSC Citibank Xxxxxxxxxx Xxxx Xxxxxx, Xxxxxxxx X, Xxxxx 0 00 Kazybek Bi Almaty 050010 KAZAKHSTAN		JSC Citibank Kazakhstan Almaty
KENYA		Standard Chartered Bank Kenya Limited Chiromo 00 Xxxxxxxxx Xxxx Xxxxxxx 00000 XXXXX		Standard Chartered Bank Kenya Limited Nairobi
KUWAIT		HSBC Bank Middle East Limited Kuwait City, Qibla Area Hamad Al-Saqr Street, Xxxxxxx Xxxxx X/0/0 Xxxxxx Xxxxx 00000 XXXXXX		HSBC Bank Middle East Limited Safat
LATVIA		Swedbank AS Balasta xxxxxx 0x Xxxx XX-0000 XXXXXX		Swedbank AS Riga
LEBANON		HSBC Bank Middle East Limited HSBC Main Building Riad El Solh, P.O. Box 11-1380 1107-2080 Beirut LEBANON		JPMorgan Chase Bank, N.A.** New York
LITHUANIA		AB SEB Xxxxxx 00 Xxxxxxxx xx. LT 2600 Vilnius LITHUANIA		AB SEB Bankas Vilnius X.X. Xxxxxx AG** Frankfurt
LUXEMBOURG		BNP Paribas Securities Services S.C.A. 00, Xxx xx Xxxxxxxxx X-0000 Xxxxxxxxxx XXXXXXXXXX		X.X. Xxxxxx AG** Frankfurt
*MALAWI*		Standard Bank Limited, Malawi 1st Floor Kaomba House Cnr Xxxx Xxxxx Road & Victoria Avenue Blantyre MALAWI		Standard Bank Limited, Malawi Blantyre
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

                  Global Custody

** X.X. Xxxxxx affiliate Page 5 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)  

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
MALAYSIA		HSBC Bank Malaysia Berhad 2 Leboh Ampang 00xx Xxxxx, Xxxxx Xxxxx 00000 Xxxxx Xxxxxx MALAYSIA		HSBC Bank Malaysia Berhad Kuala Lumpur
MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited HSBC Centre 18 Cybercity Ebene MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited Ebene
MEXICO		Banco Nacional de Mexico, S.A. Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx Xxxxxxx Xxxxx Xx 00000 Xxxxxx, D.F. MEXICO		Banco Santander (Mexico), S.A. Mexico, D.F.
MOROCCO		Societe Generale Marocaine de Banques 00 Xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxxx 00000 XXXXXXX		Attijariwafa Bank S.A. Casablanca
NAMIBIA		Standard Bank Namibia Limited Mutual Platz Cnr. Xxxxxxxx and Post Streets X.X.Xxx 0000 Xxxxxxxx XXXXXXX		The Standard Bank of South Africa Limited Johannesburg
NETHERLANDS		BNP Paribas Securities Services S.C.A. Xxxxxxxxxxx 000 0000 XX Xxxxxxxxx XXXXXXXXXXX		X.X. Xxxxxx AG** Frankfurt
NEW ZEALAND		JPMorgan Chase Bank, N.A.** Xxxxx 00, 0 Xxxxxx Xxxxxx Xxxxxxxxxx 0000 XXX XXXXXXX		Westpac Banking Corporation Wellington
NIGERIA		Stanbic IBTC Bank Plc Xxxx 0000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxx XXXXXXX		Stanbic IBTC Bank Plc Lagos
NORWAY		Nordea Bank Norge ASA Xxxxxxxxxxxxxx 0 XX Xxx 0000 XX-0000 Xxxx XXXXXX		Nordea Bank Norge ASA Oslo

** X.X. Xxxxxx affiliate Page 6 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)  

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
OMAN		HSBC Bank Oman S.A.O.G. 2nd Floor Al Khuwair XX Xxx 0000 XX 000 Xxxx OMAN		HSBC Bank Oman S.A.O.G. Seeb
PAKISTAN		Standard Chartered Bank (Pakistan) Limited X.X. Xxx 0000 Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxx 00000 XXXXXXXX		Standard Chartered Bank (Pakistan) Limited Karachi
*PALESTINIAN TERRITORIES*		HSBC Bank Middle East Limited Xxxxx Xxxxxx X.X. Xxx 0000 Xxxxx XXXXXXXXXXX AUTONOMOUS AREA		HSBC Bank Middle East Limited Amman JPMorgan Chase Bank, N.A.** New York
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
PERU		Citibank del Peru S.A. Xx. Xxxxxxx x Xxxxxxxx 000 Xxxx 0 Xxx Xxxxxx, Xxxx 00 PERU		Citibank del Peru S.A. San Xxxxxx, Lima
PHILIPPINES		The Hongkong and Shanghai Banking Corporation Limited 7/F HSBC Centre 0000 Xxxxx Xxxxxx Xxxx Xxxxxxxxx Xxxxxx Xxxx 0000 Xxxxxx Xxxx XXXXXXXXXXX		The Hongkong and Shanghai Banking Corporation Limited Taguig City
POLAND		Bank Handlowy w. Warszawie S.A. xx. Xxxxxxxxxx 00 00-000 Xxxxxx XXXXXX		mBank S.A. Warsaw
PORTUGAL		BNP Paribas Securities Services S.C.A. Avenida D.Xxxx XX, Lote 1.18.01, Bloco B, 7° andar 0000-000 Xxxxxx XXXXXXXX		X.X. Xxxxxx AG** Frankfurt
QATAR		HSBC Bank Middle East Limited 2nd Floor, Ali Bin Ali Tower Building 150 (Airport Road) XX Xxx 00 Xxxx XXXXX		HSBC Bank Middle East Limited Doha
ROMANIA		Citibank Europe plc 145 Xxxxx Xxxxxxxxx 0xx Xxxxxxxx 000000 Xxxxxxxxx XXXXXXX		ING Bank N.V.

** X.X. Xxxxxx affiliate Page 7 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)  

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
RUSSIA		X.X. Xxxxxx Bank International (Limited Liability Company)** 10, Butyrsky Xxx Xxxxx Square Business Centre Floor 12 Xxxxxx 000000 XXXXXX		JPMorgan Chase Bank, N.A.** New York A/C JPMorgan Chase Bank London
SAUDI ARABIA		HSBC Saudi Arabia Limited 0/X XXXX Xxxxxxxx Xxxxx Xxxx, Xx-Xxxxxx Xxxxxx 11413 SAUDI ARABIA		HSBC Saudi Arabia Limited Riyadh
SERBIA		Unicredit Bank Srbija a.d. Airport City Belgrade Xxxxxxxxxxx Xxxxxxx 00 00000 Xxxxxxxx XXXXXX		Unicredit Bank Srbija a.d. Belgrade
SINGAPORE		DBS Bank Ltd 00 Xxx Xxxx Xxxx XXX Xxxx Xxxxxxx, Xxxxx 00-00 (4B) 000000 XXXXXXXXX		Oversea-Chinese Banking Corporation Singapore
SLOVAK REPUBLIC		UniCredit Bank Czech Republic and Slovakia, a.s. Sancova 0/X XX-000 00 Xxxxxxxxxx XXXXXX XXXXXXXX		X.X. Xxxxxx AG** Frankfurt
SLOVENIA		UniCredit Banka Slovenija d.d. Xxxxxxxxxx 000 XX-0000 Xxxxxxxxx XXXXXXXX		X.X. Xxxxxx AG** Frankfurt
SOUTH AFRICA		FirstRand Bank Limited 1 Xxxxxxxxx Xxxxx, 0 Xxxxx Xxxxx, Xxxx Xxxx Cnr Xxxxxxxx and Xxxxx Xxxxxxx Xxxxxxxxxxxx 0000 XXXXX XXXXXX		The Standard Bank of South Africa Limited Johannesburg
SOUTH KOREA		Standard Chartered Bank Korea Limited 47 Jongro, Jongro-Gu Xxxxx 000-000 XXXXX XXXXX		Standard Chartered Bank Korea Limited Seoul
SPAIN		Santander Investment, S.A. Ciudad Grupo Santander Avenida de Cantabria, s/n Edificio Ecinar, planta baja Xxxxxxxx xxx Xxxxx 00000 Xxxxxx XXXXX		X.X. Xxxxxx AG** Frankfurt

** X.X. Xxxxxx affiliate Page 8 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)  

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
SRI LANKA		The Hongkong and Shanghai Banking Corporation Limited 00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx 0 XXX XXXXX		The Hongkong and Shanghai Banking Corporation Limited Colombo
SWEDEN		Nordea Bank AB (publ) Xxxxxxxxx 00 XX-000 00 Xxxxxxxxx XXXXXX		Svenska Handelsbanken Stockholm
SWITZERLAND		UBS AG 45 Xxxxxxxxxxxxxx 0000 Xxxxxx XXXXXXXXXXX		UBS AG Zurich
TAIWAN		JPMorgan Chase Bank, N.A.** 8th Floor, Cathay Xxx Xx Trading Building No. 108, Xxxxxxx 0, Xxx Xx Xxxx Xxxxxx 00000 XXXXXX		JPMorgan Chase Bank, N.A.** Taipei
*TANZANIA*		Stanbic Bank Tanzania Limited Stanbic Centre Corner Kinondoni and X.X.Xxxxxx Xxxxx X.X. Xxx 00000 Xxx xx Salaam TANZANIA		Stanbic Bank Tanzania Limited Dar es Salaam
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
THAILAND		Standard Chartered Bank (Thai) Public Company Limited 14th Floor, Zone B Sathorn Nakorn Tower 90 North Sathorn Road Bangrak Silom, Bangrak Xxxxxxx 00000 XXXXXXXX		Standard Chartered Bank (Thai) Public Company Limited Bangkok
TRINIDAD AND TOBAGO		Republic Bank Limited 0-00 Xxxx Xxxxxx Xxxx xx Xxxxx XXXXXXXX XXX XXXXXX		Republic Bank Limited Port of Spain
TUNISIA		Banque Internationale Arabe de Tunisie, S.A. 70-72 Avenue Habib Bourguiba P.O. Box 520 Tunis 1000 TUNISIA		Banque Internationale Arabe de Tunisie, S.A. Tunis
TURKEY		Citibank A.S. Inkilap Mah., Yilmaz Plaza O. Faik Atakan Caddesi No: 3 34768 Umraniye-Istanbul TURKEY		JPMorgan Chase Bank, N.A.** Istanbul

** J.P. Morgan affiliate Page 9 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)  

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
UGANDA		Standard Chartered Bank Uganda Limited 5 Speke Road P.O. Box 7111 Kampala UGANDA		Standard Chartered Bank Uganda Ltd Kampala
*UKRAINE*		PJSC Citibank 16-g Dymyrova Street 03150 Kiev UKRAINE		JPMorgan Chase Bank, N.A.** New York A/C JPMorgan Chase Bank London
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
UNITED ARAB EMIRATES - ADX		HSBC Bank Middle East Limited Emaar Square, Level 4, Building No. 5 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		The National Bank of Abu Dhabi Abu Dhabi
UNITED ARAB EMIRATES - DFM		HSBC Bank Middle East Limited Emaar Square, Level 4, Building No. 5 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		The National Bank of Abu Dhabi Abu Dhabi
UNITED ARAB EMIRATES - NASDAQ DUBAI		HSBC Bank Middle East Limited Emaar Square, Level 4, Building No. 5 P.O. Box 502601 Dubai UNITED ARAB EMIRATES		J.P. Morgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London
UNITED KINGDOM		JPMorgan Chase Bank, N.A.** 25 Bank Street, Canary Wharf London E14 5JP UNITED KINGDOM		JPMorgan Chase Bank, N.A.** London
		Deutsche Bank AG Depository and Clearing Centre 10 Bishops Square London E1 6EG UNITED KINGDOM		Varies by currency
	UNITED STATES		JPMorgan Chase Bank, N.A.** 4 New York Plaza New York NY 10004 UNITED STATES		JPMorgan Chase Bank, N.A.** New York
URUGUAY		Banco Itaú Uruguay S.A. Zabala 1463 11000 Montevideo URUGUAY		Banco Itaú Uruguay S.A. Montevideo
VENEZUELA		Citibank, N.A. Avenida Casanova Centro Comercial El Recreo Torre Norte, Piso 19 Caracas 1050 VENEZUELA		Citibank, N.A. Caracas

** J.P. Morgan affiliate Page 10 of 11 Correspondent banks are listed for information only.

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)  

Last Updated November 14, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
VIETNAM		HSBC Bank (Vietnam) Ltd. Centre Point 106 Nguyen Van Troi Street Phu Nhuan District Ho Chi Minh City VIETNAM		HSBC Bank (Vietnam) Ltd. Ho Chi Minh City
*WAEMU - BENIN, BURKINA FASO, GUINEA-BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO*		Standard Chartered Bank Cote d’Ivoire SA 23 Boulevard de la Republique 1 01 B.P. 1141 Abidjan 17 IVORY COAST		Standard Chartered Bank Cote d’Ivoire SA Abidjan
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
ZAMBIA		Standard Chartered Bank Zambia Plc Standard Chartered House Cairo Road P.O. Box 32238 Lusaka 10101 ZAMBIA		Standard Chartered Bank Zambia Plc Lusaka
*ZIMBABWE*		Stanbic Bank Zimbabwe Limited Stanbic Centre, 3rd Floor 59 Samora Machel Avenue Harare ZIMBABWE		Stanbic Bank Zimbabwe Limited Harare
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

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** J.P. Morgan affiliate Page 11 of 11 Correspondent banks are listed for information only.

SCHEDULE 2

Form of Board Resolution

To: JPMorgan Chase Bank, N.A.

December 4, 2014

We hereby certify that the following is a true copy of the minutes of the Board of Directors of ETFS Trust* (the “Company”) which was duly called and held on December 2, 2014 and at which a duly qualified quorum was present throughout and entitled to vote.

VOTED: That J.P. Morgan be, and hereby is, appointed to serve as custodian for the Trust and the Initial Series under the terms and conditions set forth in the Custody Agreement.

VOTED: That the Custody Agreement, in substantially the form presented to the Board at this meeting, with such modifications as the Trust’s officers and counsel may deem necessary or desirable be, and hereby is, approved.

VOTED: That J.P. Morgan be, and hereby is, authorized to use the Federal Reserve/Treasury Book-Entry System for United States and federal agency securities and any securities depositary or book-entry system maintained by a clearing agency registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (collectively, the “Book-Entry System”) on a continuous and on-going basis until properly instructed under the Custody Agreement, as may be amended from time to time, to the contrary: (i) to deposit in the Book-Entry System all securities of the Trust eligible for deposit therein and (ii) to utilize the Book-Entry System to the extent feasible in connection with J.P. Morgan’s performance of its duties under the Custody Agreement including without limitation, settlements and purchases of sales of securities by the Trust and deliveries and returns of securities collateral in connection with borrowing, all in conformity with Rule 17f-4 under the 194 Act.

VOTED: That the arrangements set forth in the Custody Agreement, pursuant to which J.P. Morgan, as custodian for the securities of the Trust’s investment portfolios, may deposit securities in clearing agencies registered with the SEC which acts as Securities Depositories and Treasury Book-Entry System be, and they hereby are, approved.

VOTED: That the Board hereby determines that, based upon representations made and information provided to it by J.P. Morgan, it is reasonable to rely on J.P. Morgan to perform the “Delegated Responsibilities” (as defined below) in accordance with Rules 17f-5 and 17f-7 and the [Custody Agreement].

VOTED: That J.P. Morgan be, and hereby is, appointed as Foreign Custody Manager, as defined in Rule 17f-5 under the 1940 Act, to perform the responsibilities in the Custody Agreement, including but not limited to: (a) determining that “eligible foreign custodians” will hold the Trust’s assets in the exercise of reasonable care, based on the standards applicable to custodians in the relevant market, after considering all factors relevant to the safekeeping of the Trust’s assets; (b) ensuring that the Trust’s arrangements with eligible foreign custodians are governed by written contracts; (c) placing the Trust’s assets with foreign custodians; (d) monitoring the Trust’s foreign custody arrangements with foreign custodians; (e) notifying the Trust regarding certain events; and (f) providing written

______________________

* Name of Company in full.

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reports to the Board in accordance with Rule 17f-5 and the Custody Agreement (the “Delegated Responsibilities”).

VOTED: That J.P. Morgan’s appointment as the Board’s delegate and Foreign Custody Manager be, and hereby is, subject to J.P. Morgan’s confirmation of its willingness to so act and its agreement to exercise the reasonable care, prudence, and diligence a person having responsibility for the safekeeping of the assets of an investment company registered under the 1940 Act would exercise in performing the Delegated Responsibilities and subject to the execution of the Custody Agreement.

VOTED: That J.P. Morgan be, and hereby is, directed to provide the Board and the Trust’s investment advisers such analysis as required by Rule 17f-7 and as they reasonably request regarding the safekeeping of the Trust’s assets with an “eligible securities depository” as defined in that rule.

VOTED: That the Trust be, and hereby is, authorized and empowered to make, execute, verify, and file any and all other documents and instruments and to take any all steps or actions necessary or advisable in connection with the foreign custody arrangement presented at this meeting in order to carry out the intent and purpose of the foregoing resolutions.

VOTED: That the proper officers of the Trust be, and hereby severally are, authorized, directed and empowered to execute and deliver the Custody Agreement on behalf of the Trust.

............................................................................Director

/s/ Benoit Autier            

............................................................................Secretary

SCHEDULE 3

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

J.P. Morgan Investor Services Global Custody Restricted Markets Schedule

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

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

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Market	Restrictions
	pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan. Clients acknowledge that, due to the political uncertainties and ongoing development, issues may arise in the Palestinian Territories in connection with any of the services which the Palestinian Subcustodian is providing under our subcustodian agreement with them. As a result, J.P. Morgan wishes to highlight that there could be disruption in services, and that these disruptions or limitations in service would be considered as force majeure.
Tanzania	Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgan’s Tanzanian Subcustodian. Due to the unclear standards in the Tanzanian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Securities safekept in Tanzania (“Tanzanian Securities”). If J.P. Morgan’s Tanzanian Subcustodian exits the market or becomes an unacceptable provider of subcustody services, J.P. Morgan may cease to provide custody services with respect to Tanzanian Securities. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Ukraine (for Ukrainian Equities only)	Customer should refer to the current version of the applicable J.P. Morgan’s Ukraine briefing memo regarding the account structure and corporate action nuances of the Ukrainian market. For client opening accounts in Ukraine and unincorporated client types in particular, due to unclear standards in the Ukrainian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to equity Securities safekept in Ukraine.
West African Economic and Monetary Union (“WAEMU”)	Local currency will be held in one or more separate cash accounts that J.P. Morgan opens for the benefit of its customers with J.P. Morgan’s WAEMU Subcustodian. If J.P. Morgan’s WAEMU Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate within one or more of the member states of WAEMU, J.P. Morgan may cease to provide custody services with respect to Securities issued in member states of WAEMU that are settled and safekept at Dépositaire Central/Banque de Règlement S.A. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.
Zimbabwe	Until further notice from J.P. Morgan, any credit of U.S. Dollars to the Customer’s Cash Account with J.P. Morgan applied at Customer’s Instruction to the purchase or sale of Securities safekept in Zimbabwe (the “Zimbabwe Securities”) will be conditional and subject to reversal by J.P. Morgan upon notice to Customer except to the extent that the funds are able to be repatriated or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s Zimbabwean Subcustodian via a foreign exchange transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan. If J.P. Morgan’s Zimbabwean Subcustodian exits the market or becomes an unacceptable

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Market	Restrictions
	provider of subcustody services, or if market conditions otherwise deteriorate, J.P. Morgan may cease to provide custody services with respect to Zimbabwe Securities. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.

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SCHEDULE 4

ETFS Trust - List of Funds

1.  ETFS Zacks Earnings Large-Cap U.S. Index Fund

2.  ETFS Zacks Earnings Small-Cap U.S. Index Fund

3.  ETFS Diversified Factor US Large Cap Index Fund

4.  ETFS Diversified Factor Developed Europe Index Fund

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ANNEX A

Electronic Access

1.     J.P. Morgan may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the “Products”) and to access or receive electronically Data (as defined below) 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, but may do so immediately if J.P. Morgan determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.

2.     In consideration of the fees paid by the Customer to J.P. Morgan and subject to any applicable software license addendum in relation to J.P. Morgan-owned or sublicensed software provided for a particular application and Applicable Law, J.P. Morgan grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products 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 Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. 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.

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

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

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

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

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

8.     The Customer will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

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

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APPENDIX 1

	Information Regarding Country Risk
	1.	To aid Customer in its determinations regarding Country Risk, J.P. Morgan shall furnish annually, and upon the initial placing of Financial Assets and cash into a country, the following information:

A. Opinions of local counsel concerning:

			i.	Whether applicable foreign law would restrict the access of Customer’s independent public accountants to books and records kept by an Eligible Foreign Custodian located in that country which pertain to the Customer’s account.
			ii.	Whether applicable foreign law would restrict Customer’s ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.
			iii.	Whether applicable foreign law would restrict Customer’s ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.
			iv.	Whether applicable foreign law would restrict the Customer’s right as foreign investors to convert Customer’s cash or cash equivalents into U.S. dollars which have not yet been invested in securities.
		B.	A market profile with respect to the following topics:
			(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) securities depositories (including depository risk assessment), if any.
	2.	To aid Customer in monitoring Country Risk, J.P. Morgan shall furnish the following additional information:
			NewsFlashes, including with respect to changes in the information in market profiles

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APPENDIX 2 Last Updated April 01, 2014

SECURITIES DEPOSITORIES

ARGENTINA		CVSA		Equity, Corporate Debt, Government Debt
		(Caja de Valores S.A.)
AUSTRALIA		ASX Settlement		Equity
		(ASX Settlement Pty Limited)
		Austraclear		Corporate Debt, Government Debt
		(Austraclear Limited)
AUSTRIA		OeKB		Equity, Corporate Debt, Government Debt
		(Oesterreichische Kontrollbank AG)
BAHRAIN		CSD		Equity, Corporate Debt
		(Bahrain Bourse - Settlement and Central Depository)
BANGLADESH		CDBL		Equity, Corporate Debt
		(Central Depository Bangladesh Limited)
BELGIUM		Euroclear Belgium		Equity, Corporate Debt
		(Euroclear Belgium SA/NV)
		NBB
		(The National Bank of Belgium)		Corporate Debt, Government Debt
BERMUDA		BSD		Equity, Corporate Debt, Government Debt
		(Bermuda Stock Exchange - Bermuda Securities Depository)
BOTSWANA		BoB		Government Debt
		(Bank of Botswana)
		CSDB
		(Central Securities Depository of Botswana Ltd)		Equity, Corporate Debt
BRAZIL		BM&FBOVESPA		Equity
		(BM&FBOVESPA S.A. - Bolsa de Valores Mercadorias e Futuros - Central Depository)		Corporate Debt
		CETIP
		(Central de Custódia e Liquidação Financeira de Títulos Privados)
		SELIC		Government Debt
		(Banco Central do Brasil - Sistema Especial de Liquidacao e Custodia)
BULGARIA		CDAD		Equity, Corporate Debt
		(Central Depository AD)
		BNB
		(Bulgarian National Bank)		Government Debt
CANADA		CDS		Equity, Corporate Debt, Government Debt
		(CDS Clearing and Depository Services Inc.)

                 Global Custody

SECURITIES DEPOSITORIES

Last Updated April 01, 2014

MARKET		DEPOSITORY		INSTRUMENTS
CHILE		DCV (Depósito Central de Valores S.A.)		Equity, Corporate Debt, Government Debt
CHINA A-SHARE		CSDCC (China Securities Depository and Clearing Corporation Limited)		Equity, Corporate Debt, Government Debt
CHINA B-SHARE		CSDCC (China Securities Depository and Clearing Corporation Limited)		Equity
COLOMBIA		DCV (Banco de la Républica de Colombia - Depósito Central de Valores)		Government Debt
		DECEVAL (Depósito Centralizado de Valores de Colombia S.A.)		Equity, Corporate Debt, Government Debt
COSTA RICA		CEVAL (Central de Valores de la Bolsa Nacional de Valores, S.A.)		Equity, Corporate Debt, Government Debt
CROATIA		SKDD (Središnje klirinško depozitarno društvo d.d.)		Equity, Corporate Debt, Government Debt
CYPRUS		CDCR (Cyprus Stock Exchange - Central Depository and Central Registry)		Equity, Corporate Debt, Government Debt
CZECH REPUBLIC		CNB (Ceska národní banka)		Short-Term Corporate Debt, Short-Term Government Debt
		CDCP (Centrální depozitár cenných papíru, a.s.)		Equity, Long-Term Corporate Debt, Long-Term Government Debt
DENMARK		VP (VP Securities A/S)		Equity, Corporate Debt, Government Debt
EGYPT		MCDR (Misr for Central Clearing, Depository and Registry)		Equity, Corporate Debt, Treasury Bonds
		CBE (Central Bank of Egypt)		Treasury Bills
ESTONIA		ECSD (Eesti Väärtpaberikeskus AS)		Equity, Corporate Debt, Government Debt
FINLAND		Euroclear Finland (Euroclear Finland Oy)		Equity, Corporate Debt, Government Debt
FRANCE		Euroclear France (Euroclear France SA)		Equity, Corporate Debt, Government Debt
GERMANY		CBF (Clearstream Banking AG)		Equity, Corporate Debt, Government Debt

                 Global Custody

SECURITIES DEPOSITORIES

Last Updated April 01, 2014

MARKET		DEPOSITORY		INSTRUMENTS
GHANA		CSD (Central Securities Depository (GH) Ltd.)		Equity, Corporate Debt, Government Debt
GREECE		BoG (Bank of Greece)		Government Debt
		HCSD (Hellenic Central Securities Depository)		Equity, Corporate Debt
	HONG KONG		HKSCC (Hong Kong Securities Clearing Company Limited)		Equity, Corporate Debt, Government Debt
		CMU (Hong Kong Monetary Authority - Central Moneymarkets Unit)		Corporate Debt, Government Debt
HUNGARY			KELER (Központi Elszámolóház és Értéktár (Budapest) Zrt.)		Equity, Corporate Debt, Government Debt
ICELAND		ISD (Verðbréfaskráning Íslands hf.)		Equity, Corporate Debt, Government Debt
INDIA		NSDL (National Securities Depository Limited)		Equity, Corporate Debt
		CDSL (Central Depository Services (India) Limited)		Equity, Corporate Debt
		RBI (Reserve Bank of India)		Government Debt
	INDONESIA		KSEI (PT Kustodian Sentral Efek Indonesia)		Equity, Corporate Debt, Government Debt* (*acts as sub-registry)
			Bl (Bank Indonesia)		Government Debt
INTERNATIONAL SECURITIES MARKET			Euroclear Bank (Euroclear Bank SA/NV)		Internationally Traded Debt, Equity
		CBL (Clearstream Banking S.A.)		Internationally Traded Debt, Equity
	IRELAND		EUI (Euroclear UK & Ireland Limited)		Equity, Corporate Debt
ISRAEL		TASE-CH (Tel Aviv Stock Exchange Clearing House Ltd)		Equity, Corporate Debt, Government Debt
ITALY		Monte Titoli (Monte Titoli S.p.A.)		Equity, Corporate Debt, Government Debt

                 Global Custody

SECURITIES DEPOSITORIES

Last Updated April 01, 2014

MARKET		DEPOSITORY		INSTRUMENTS
JAPAN		JASDEC (Japan Securities Depository Center, Incorporated)		Equity, Corporate Debt
		BOJ (Bank of Japan)		Government Debt
	JORDAN		SDC (Securities Depository Center)		Equity, Corporate Debt
KAZAKHSTAN		KACD (Central Securities Depository Joint-Stock Company)		Equity, Corporate Debt, Government Debt
KENYA		CBCD (Central Bank of Kenya - Central Depository System)		Government Debt
		CDSC (Central Depository and Settlement Corporation Limited)		Equity, Corporate Debt
	KUWAIT		KCC (The Kuwait Clearing Company S.A.K.)		Equity, Corporate Debt
LATVIA		LCD (Latvian Central Depository)		Equity, Corporate Debt, Government Debt
LEBANON		BDL (Banque du Liban)		Government Debt
		MIDCLEAR (Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)		Equity, Corporate Debt
	LITHUANIA		CSDL (Central Securities Depository of Lithuania)		Equity, Corporate Debt, Government Debt
LUXEMBOURG		CBL (Clearstream Banking S.A.)		Equity, Corporate Debt, Government Debt
MALAYSIA		Bursa Depository (Bursa Malaysia Depository Sdn Bhd)		Equity, Corporate Debt
		BNM (Bank Negara Malaysia)		Government Debt
	MAURITIUS		CDS (Central Depository & Settlement Co. Ltd)		Equity, Corporate Debt
		BOM (Bank of Mauritius)		Government Debt
MEXICO		Indeval (S.D. Indeval S.A. de C.V.)		Equity, Corporate Debt, Government Debt

                 Global Custody

SECURITIES DEPOSITORIES

 Last Updated April 01, 2014

MARKET		DEPOSITORY		INSTRUMENTS
MOROCCO		Maroclear (Maroclear)		Equity, Corporate Debt, Government Debt
NETHERLANDS		Euroclear Nederland (Euroclear Nederland)		Equity, Corporate Debt, Government Debt
NEW ZEALAND		NZCSD (New Zealand Central Securities Depository Limited)		Equity, Corporate Debt, Government Debt
NIGERIA		CSCS (Central Securities Clearing System Plc)		Equity, Corporate Debt
		CBN (Central Bank of Nigeria)		Government Debt
NORWAY		VPS (Verdipapirsentralen ASA)		Equity, Corporate Debt, Government Debt
OMAN		MCD (Muscat Clearing and Depository Co. (S.A.O.C))		Equity, Corporate Debt, Government Debt
PAKISTAN		SBP (State Bank of Pakistan)		Government Debt
		CDC (Central Depository Company of Pakistan Limited)		Equity, Corporate Debt
PALESTINIAN TERRITORIES		CDS (Palestine Exchange - Clearing, Depository and Settlement Center)		Equity
PERU		CAVALI (CAVALI S.A. I.C.L.V.)		Equity, Corporate Debt, Government Debt
PHILIPPINES		PDTC (Philippine Depository and Trust Corporation)		Equity, Corporate Debt
		RoSS (Registry of Scripless Securities)		Government Debt
POLAND		NDS (Krajowy Depozyt Papierów Wartosciowych S.A.)		Equity, Long-Term Government Debt
		RPW (National Bank of Poland - Registry of Securities)		Short-Term Government Debt
PORTUGAL		INTERBOLSA (Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)		Equity, Corporate Debt, Government Debt
QATAR		QCSD (Qatar Central Securities Depository)		Equity, Government Debt

                 Global Custody

SECURITIES DEPOSITORIES  

 Last Updated April 01, 2014

MARKET		DEPOSITORY		INSTRUMENTS
ROMANIA		CD S.A. (Central Depository S.A.)		Equity, Corporate Debt
		NBR (National Bank of Romania)		Government Debt
RUSSIA		NSD (National Settlement Depository)		Equity, Corporate Debt, Government Debt
SAUDI ARABIA		Tadawul (The Saudi Stock Exchange (Tadawul) Company Securities Depository Center)		Equity, Corporate Debt
		SAMA (Saudi Arabian Monetary Agency)		Government Debt
SERBIA		CSD (Central Securities Depository and Clearing House)		Equity, Corporate Debt, Government Debt
SINGAPORE		CDP (The Central Depository (Pte) Limited)		Equity, Corporate Debt
		MAS (Monetary Authority of Singapore)		Government Debt
SLOVAK REPUBLIC		CDCP (Centrálny depozitár cenných papierov SR, a.s.)		Equity, Corporate Debt, Government Debt
SLOVENIA		KDD (Centralna klirinško depotna družba d.d.)		Equity, Corporate Debt, Government Debt
SOUTH AFRICA		Strate Ltd (Strate - Central Securities Depository)		Equity, Corporate Debt, Government Debt
SOUTH KOREA		KSD (Korea Securities Depository)		Equity, Corporate Debt, Government Debt
SPAIN		IBERCLEAR (Sociedad de Sistemas)		Equity, Corporate Debt, Government Debt
SRI LANKA		CDS (Central Depository Systems (Pvt.) Ltd.)		Equity, Corporate Debt
		LankaSecure (LankaSecure)		Government Debt
SWEDEN		Euroclear Sweden (Euroclear Sweden AB)		Equity, Corporate Debt, Government Debt
SWITZERLAND		SIS (SIX SIS Ltd)		Equity, Corporate Debt, Government Debt

                 Global Custody

SECURITIES DEPOSITORIES

Last Updated April 01, 2014

MARKET		DEPOSITORY		INSTRUMENTS
TAIWAN		TDCC (Taiwan Depository and Clearing Corporation)		Equity, Corporate Debt
		CBC (Central Bank of the Republic of China (Taiwan))		Government Debt
TANZANIA		CDS (Dar es Salaam Stock Exchange Central Depository System)		Equity, Corporate Debt
THAILAND		TSD (Thailand Securities Depository Company Limited)		Equity, Corporate Debt, Government Debt
TRINIDAD AND TOBAGO		TTCD (Trinidad and Tobago Central Depository Limited)		Equity, Corporate Debt, Government Debt
TUNISIA		STICODEVAM (Société Tunisienne Interprofessionnelle pour la Compensation et le Dépôt des Valeurs Mobilières)		Equity, Corporate Debt, Government Debt
TURKEY		CBRT (Türkiye Cumhuriyet Merkez Bankasi A.S.)		Government Debt
		CRA (Merkezi Kayit Kurulusu A.S.)		Equity, Corporate Debt, Government Debt
UGANDA		CDS (Bank of Uganda - Central Depository System)		Government Debt
		SCD (Uganda Securities Exchange - Securities Central Depository)		Equity, Corporate Debt
UKRAINE		NDU (National Depository of Ukraine)		Equity, Corporate Debt
UNITED ARAB EMIRATES - ADX		ADX (Abu Dhabi Securities Exchange)		Equity, Corporate Debt, Government Debt
UNITED ARAB EMIRATES - DFM		DFM (Dubai Financial Market)		Equity, Corporate Debt, Government Debt
UNITED ARAB EMIRATES - NASDAQ DUBAI		NASDAQ Dubai (NASDAQ Dubai Limited)		Corporate Debt
UNITED KINGDOM		EUI (Euroclear UK & Ireland Limited)		Equity, Corporate Debt, Government Debt
UNITED STATES		FRB (Federal Reserve Bank)		Government Debt, Mortgage Backed Securities
		DTC (Depository Trust Company)		Equity, Corporate Debt

                 Global Custody

SECURITIES DEPOSITORIES

Last Updated April 01, 2014

MARKET		DEPOSITORY		INSTRUMENTS
URUGUAY		BCU (Banco Central del Uruguay)		Government Debt
VENEZUELA		CVV (Caja Venezolana de Valores, S.A.) BCV (Banco Central de Venezuela)		Equity, Corporate Debt Government Debt
VIETNAM		VSD (Vietnam Securities Depository)		Equity, Corporate Debt, Government Debt
WAEMU - BENIN BURKINA FASO, GUINEA-BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO		DC/BR (Le Dépositaire Central / Banque de Règlement)		Equity, Corporate Debt, Government Debt
ZAMBIA		LuSE CSD (Lusaka Stock Exchange Central Securities Depository) BoZ (Bank of Zambia)		Equity, Corporate Debt Government Treasury Bills
ZIMBABWE		Chengetedzai Depository Company (Chengetedzai Depository Company)

This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

                 Global Custody