EX-99.(G)(1) 12 dex99g1.htm FORM OF GLOBAL CUSTODY AGREEMENT WITH JP MORGAN CHASE Exhibit EX-99.g.1. GLOBAL CUSTODY AGREEMENT BETWEEN ABERDEEN FUNDS AND JPMORGAN CHASE BANK, N.A.

EX-99.(G)(1) 12 dex99g1.htm FORM OF GLOBAL CUSTODY AGREEMENT WITH XX XXXXXX XXXXX

Exhibit EX-99.g.1.

GLOBAL CUSTODY AGREEMENT

BETWEEN

ABERDEEN FUNDS

AND

JPMORGAN CHASE BANK, N.A.

Table of contents

1.		Intention of the Parties; Definitions		2
		1.1		Intention of the Parties		2
		1.2		Definitions		2
2.		What the Bank is Required to Do		4
		2.1		Set Up Accounts		4
		2.2		Cash Account		5
		2.3		Segregation of Assets; Nominee Name		6
		2.4		Settlement of Transactions		6
		2.5		Contractual Settlement Date Accounting		7
		2.6		Actual Settlement Date Accounting		7
		2.7		Income Collection (AutoCredit®)		8
		2.8		Miscellaneous Administrative Duties		8
		2.9		Corporate Actions		9
		2.10		Class Action Litigation		9
		2.11		Proxies		9
		2.12		Statements of Account		10
		2.13		Access to Bank's 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		12
3.		Instructions		13
		3.1		Acting on Instructions; Method of Instruction and Unclear Instructions		13
		3.2		Verification and Security Procedures		13
		3.3		Instructions; Contrary to Law/Market Practice		13
		3.4		Cut-Off Times		14
		3.5		Electronic Access		14
4.		Fees, Expenses and Other Amounts Owing to the Bank		14
		4.1		Fees and Expenses		14
		4.2		Overdrafts		14
		4.3		Bank’s Right Over Securities; Set-off		15
5.		Subcustodians, Securities Depositories, And Other Agents		15
		5.1		Appointment of Subcustodians; Use of Securities Depositories		15
		5.2		Liability for Subcustodians		17
6.		ADDITIONAL PROVISIONS RELATING TO CUSTOMER		17
		6.1		Representations of Customer and Bank		17
		6.2		Customer is Liable to Bank Even if it is Acting for Another Person		18
7.		WHEN BANK IS LIABLE TO CUSTOMER		19
		7.1		Standard of Care; Liability		19
		7.2		Force Majeure		20
		7.3		Bank May Consult With Counsel		21
		7.4		Bank Provides Diverse Financial Services and May Generate Profits as a Result		21
		7.5		Assets Held Outside Bank’s Control		21
		7.6		Ancillary services		21

8.		TAXATION		22
		8.1		Tax Obligations		22
		8.2		Tax Relief Services		23
9.		TERMINATION		23
		9.1		Termination		23
		9.2		Exit Procedure		24
10.		MISCELLANEOUS		24
		10.1		Notifications		24
		10.2		Successors and Assigns		25
		10.3		Interpretation		25
		10.4		Entire Agreement		25
		10.5		Information Concerning Deposits at Bank’s London Branch		25
		10.6		Insurance		26
		10.7		Security Holding Disclosure		26
		10.8		USA PATRIOT Act Disclosure		26
		10.9		Governing Law and Jurisdiction		26
		10.10		Severability; Waiver; and Survival		27
		10.11		Confidentiality		27
		10.12		Counterparts		28
		10.13		No Third Party Beneficiaries		28
		SCHEDULE 1 List of Subcustodians and Markets Used by the Bank		30
		SCHEDULE 2 Persons Authorized To Give Instructions		42
		SCHEDULE 3 Authorized Fund Managers/Advisers		43
		SCHEDULE 4 Form of Board Resolution		44
		SCHEDULE 5 Electronic Access		47
		SCHEDULE 6 List of Series of Aberdeen Funds		52
		SCHEDULE 7 Fees		53

GLOBAL CUSTODY AGREEMENT

This Agreement, dated January 28, 2008, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("Bank"), with a place of business at 0 Xxx Xxxx Xxxxx, Xxx Xxxx, XX 00000; and ABERDEEN FUNDS, an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of each fund listed on Schedule 6 hereto, separately and not jointly (individually a ‘Fund’) , with a place of business at 0 Xxxxx Xxxxxx, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxxxxx, XX 00000. Each Fund for which Bank serves as custodian under this Agreement, shall individually be referred to as “Customer”.

1. INTENTION OF THE PARTIES; DEFINITIONS

1.1 Intention of the Parties

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

(b) Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special features. The Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services under this Agreement and, in the absence of the Bank’s fraud, negligence or willful misconduct in the performance of its obligations under this Agreement, will not be liable for any losses resulting from Country Risk.

1.2 Definitions

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

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

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

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

“Applicable Law” means any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgement, 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 of Schedules 2 or 3 as the case may be (or by written notice in the form of Appendix A from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf

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of the Customer under this Agreement. Such persons will continue to be Authorized Persons until such time as Bank 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.

“Bank Indemnitees” means Bank, its Subcustodians, and their respective nominees, directors, officers and employees.

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

“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, the Customer’s shareholders, or the Accounts which the Bank receives in the course of providing services under this Agreement (including, but not limited to Customer’s portfolio holdings, securities transactions and account balances). Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than the Bank’s breach of the terms of this Agreement or information which the Bank 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 require discretionary action by the beneficial owner of the security, but does not include rights with respect to class action litigation or proxy voting.

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

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

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

“Instructions” means an instruction that has been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which Bank

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believes in good faith to have been given by an Authorised Person in the manner specified next to their name in the relevant Schedule.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

“Securities” means shares, stocks, debentures, bonds, notes or other like obligations, whether issued in certificated or uncertificated form, and any certificates, receipts, warrants or other instruments representing rights to receive, purchase or subscribe for the same that are commonly traded or dealt in on securities exchanges or financial markets or other obligations of an issuer, or shares, participations and interests in an issuer recognised 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 Bank for the Securities Account.

“Securities Account” means each Securities custody account on Bank’s 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 that meets the requirements of Rule 17f-4(c) under the 1940 Act.

“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 Bank, 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” has the meaning set forth in Section 3.2(a).

“Subcustodian” means any of the subcustodians appointed by Bank 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.

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

2. WHAT THE BANK IS REQUIRED TO DO

2.1 Set Up Accounts

(a) Bank will establish and maintain the following accounts (“Accounts”):

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

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

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

(b) At the request of Customer, additional Accounts may be opened in the future, which will be subject to the terms of this Agreement.

(c) Bank’s obligation to open Accounts pursuant to Section 2.1(a) is conditional upon Bank receiving such of the following documents as Bank may require:

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

(ii) 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 4;

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

(iv) in the case of any Account opened in a name not that of 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 is a debt due from Bank to Customer as banker. Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at Bank or at Bank’s London Branch. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance

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with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

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

2.3 Segregation of Assets; Nominee Name

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

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

(c) Bank 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 Bank or its Subcustodian in bearer form;

(ii) to hold Securities in or deposit Securities with any Securities Depository;

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

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

2.4 Settlement of Transactions

Subject to Article 3 and Section 4.2 of this Agreement, Bank 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, Customer authorizes Bank to deliver Securities or payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of Bank, and the risk of loss

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arising from any such action will be borne by Customer. In the case of the failure of Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, Bank will contact the counterparty to seek settlement and will notify the Customer of such failure.

2.5 Contractual Settlement Date Accounting

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

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

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

Upon request, Bank shall provide the Customer with a list of those markets for which it provides contractual settlement date accounting. Bank may add markets to or remove markets from this list upon notice to the Customer that is reasonable in the circumstances.

(b) Bank may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction's actual settlement upon prompt notice to the Customer in cases where Bank 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 Bank does not undertake to make loans and/or Financial Assets available to Customer.

2.6 Actual Settlement Date Accounting

With respect to settlement of a transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank will post the

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transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received and cleared by Bank.

2.7 Income Collection (AutoCredit®)

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

(c) In markets where Bank does not provide an AutoCredit service, income on Financial Assets (net of any taxes withheld by Bank or any third party) will be credited only after actual receipt and reconciliation.

(d) Bank will use reasonable efforts to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds and promptly notify the Customer of the late payment.

2.8 Miscellaneous Administrative Duties

(a) Until Bank receives Instructions to the contrary, Bank will:

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

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

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

(b) In the event that, as a result of holding of Financial Assets in an omnibus account, Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, Bank will credit Customer with the amount of cash equivalent in value to the fractional interest it would have received had the Financial Assets not

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been held in an omnibus account, and Customer shall relinquish to Bank its interest in such fractional interests.

(c) If some, but not all, of an outstanding class of Financial Assets is called for redemption, Bank 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 Bank deems fair and equitable.

2.9 Corporate Actions

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

(b) Bank will act in accordance with the Customer’s Instructions in relation to such Corporate Actions. If the Customer fails to provide Bank with timely Instructions with respect to any Corporate Action (other than by reason of any act or omission occasioned by negligence or wilful misconduct of Bank, its Subcustodian or their respective nominees in the performance of their obligations under Section 2.9 (a)), neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by Bank and the Customer or as may be set forth by Bank 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 Bank’s 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 Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time.

2.11 Proxies

(a) Bank 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”).

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

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

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

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

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

(iii) the Financial Assets being held in a margin or collateral account at Bank 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) Bank being required to vote all shares held for a particular issue for all of Bank’s 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, Bank will inform Customer by means of the Notification.

2.12 Statements of Account

(a) Bank will provide Customer with a statement of account for each Account, identifying cash and Financial Assets held in the Account and any transfers to and from the Account. If agreed by the parties, statements of account will be accessed by the Customer on-line. Otherwise, statements will be sent to Customer at times to be mutually agreed by the parties. Customer will review its statement of account and give Bank written notice of any suspected error or omission within a reasonable time after the Customer receives such statement from the Bank in the manner agreed upon under this Agreement.

(b) Customer acknowledges that information available to it on-line with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such information accessed on-line,

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unless such inaccuracy arises out of Bank’s negligence or willful misconduct in the performance of its obligations under this Agreement.

2.13 Access to Bank’s Records

(a) Bank will allow Customer’s auditors and independent public accountants such reasonable access to the records of Bank relating to Financial Assets as may be necessary or appropriate in connection with their examination of books and records pertaining to Customer’s affairs. Subject to restrictions under the relevant local law, Bank also will obtain an undertaking to permit 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. This Section 2.13 will not alleviate Bank from any of its obligations as the Customer’s Foreign Custody Manager (as defined in Section 2.18 of the Investment Company Rider to this Agreement attached hereto and incorporated by reference) under Rule 17f-5 under the 1940 Act and otherwise as set out in the Investment Company Rider to the Global Custody Agreement.

(b) Bank will, upon reasonable written notice, allow Customer reasonable access during normal working hours to the records of Bank relating to the Accounts. Bank 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 Bank for the cost of copying, collating and researching archived information at Bank’s regular hourly rate.

(c) The books and records pertaining to Customer which are in possession of Bank shall be the property of Customer. Bank shall provide any and all such records to the Customer upon request and, if requested by Customer, shall return such books and records to the Customer or its designees promptly upon termination of this Agreement. However, Bank shall be entitled to retain copies of such books and records as required by Applicable Law governing Bank. Bank shall keep all books and records customarily maintained and legally required to be maintained by the custodian of a registered investment company, and such books and records shall be prepared and maintained in the manner and for the periods required by the 1940 Act and rules thereunder (with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder to the extent applicable to the services provided by Bank under this Agreement).

(d) From time to time as requested by Customer, Bank shall provide to Customer such certifications and sub-certifications, in the form agreed to by Customer and Bank, with respect to Form N-Qs, Form N-CSRs, compliance policies and procedures under Rule 38a-1 under the 1940 Act, and such other matters that may be reasonably requested by Customer or

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Customer’s Chief Compliance Officer from time to time. In addition, Bank will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards, in a form that is reasonably acceptable to Customer, to enable Customer to fulfill its obligations under Rule 38a-1 of the 1940 Act. Bank agrees to provide Customer with reasonable access to Bank’s compliance personnel, including on-site visits by Customer, for Customer to operate its compliance program.

2.14 Maintenance of Financial Assets at Subcustodian Locations

Unless Instructions require another location acceptable to Bank, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank 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.

2.15 Tax Relief Services

Bank will provide tax relief services as provided in Section 8.2.

2.16 Foreign Exchange Transactions

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

2.17 Notifications

If Customer has agreed to access information concerning the Accounts through Bank’s website, Bank may make any notifications required under this Agreement by posting it on the website.

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3. INSTRUCTIONS

3.1 Acting on Instructions; Method of Instruction and Unclear Instructions

(a) Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer will indemnify Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against Bank Indemnitees as a result of any action or omission taken in accordance with any Instruction so long as such Liabilities are not the direct result of Bank’s fraud, negligence or willful misconduct in the performance of its duties under this Agreement.

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

(c) Bank shall promptly notify an Authorized Person if Bank determines that an Instruction does not contain all information reasonably necessary for Bank to carry out the Instruction. Bank will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction pending receipt of such missing information, clarification or confirmation.

3.2 Verification and Security Procedures

(a) Bank and Customer shall from time to time agree upon security procedures to be followed by Customer upon the issuance of an instruction and/or by Bank upon the receipt of an instruction, so as to enable Bank to verify that such instruction is authorized (“Security Procedures”). A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption and telephone call backs. The Customer acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of 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 authorised Instruction.

(b) Bank and Customer shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

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

3.3 Instructions; Contrary to Law/Market Practice

Bank need not act upon Instructions which it reasonably believes to be contrary to Applicable Law or market practice, but Bank will be under no duty to

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investigate whether any Instructions comply with Applicable Law or market practice. Bank shall promptly notify Customer of any Instructions it has determined not to act upon pursuant to this Section 3.3.

3.4 Cut-Off Times

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

3.5 Electronic Access

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

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK

4.1 Fees and Expenses

Customer will pay Bank for its services under this Agreement such fees as may be agreed upon in writing from time to time and set forth on Schedule 7 attached hereto, together with Bank's reasonable out-of-pocket or incidental expenses, including, but not limited to, reasonable legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers, or their agents. The Bank will invoice the Customer for amounts owing to it and such amounts will be payable within thirty (30) days of the invoice. The Bank will be entitled to deduct amounts owing to it from the Cash Account if the Customer has not 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). If the Customer disputes an invoice it shall nevertheless pay, or allow the Bank to deduct, such portion of the invoice that is not subject to a bona fide dispute. Without prejudice to Bank’s other rights, the Bank reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as the Bank may reasonably determine.

4.2 Overdrafts

If a debit to any currency in the Cash Account results in a debit balance, then Bank may, in its discretion, (i) advance an amount equal to the overdraft, (ii) or 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 Bank elects to make such an advance, the advance will be deemed a

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loan to Customer, payable on demand, bearing interest at the applicable rate charged by Bank from time to time, for such overdrafts, from the date of such advance to the date of payment (both after as well as before judgement) and otherwise on the terms on which Bank makes similar overdrafts available from time to time. No prior action or course of dealing on Bank’s part with respect to the settlement of transactions on Customer’s behalf will be asserted by Customer against Bank for Bank’s refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.

4.3 Bank’s Right Over Securities; Set-off

(a) Without prejudice to Bank’s rights under Applicable Law, until satisfaction of all Liabilities outstanding from time to time (whether actual or contingent) of Customer under or in connection with this Agreement, Bank shall have, and Customer shall grant to Bank a security interest in and a lien on the Financial Assets held in the Securities Account and Bank shall be entitled without notice (or if reasonably practicable in Bank’s sole discretion, with prior notice), to Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities. For this purpose, Bank 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 Bank’s rights under Applicable Law, Bank may set off against any amount owing by Customer under this Agreement any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank. For this purpose, Bank 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. Bank may, if reasonably practicable in Bank’s sole discretion, notify Customer in advance of such action.

5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1 Appointment of Subcustodians; Use of Securities Depositories

(a) Bank is authorized under this Agreement to act through and hold Customer’s Financial Assets with Subcustodians. Bank will use reasonable care in the selection, monitoring and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may

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deposit Securities with, and hold Securities in any Securities Depository on such terms as such Securities Depository customarily operates and Customer will provide Bank with such documentation or acknowledgements that Bank may require to hold the Financial Assets in such Securities Depository.

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

(c) Notwithstanding the foregoing, Bank may place and maintain Customer’s Financial Assets, corresponding to the Customer's Security Entitlements, with a Securities Depository or “intermediary custodian” (as defined in Rule 17f-4 under the 1940 Act) only if the Bank: (i) exercises due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain such Financial Assets; (ii) provides, promptly upon the Customer’s request, such reports as are available concerning Bank’s internal accounting controls and financial strength; and (iii) requires any “intermediary custodian,” at a minimum, to exercise due care in accordance with reasonable commercial standards in discharging its duty as a Securities Intermediary to obtain and thereafter maintain Financial Assets corresponding to the Security Entitlements of its Entitlement Holders.

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

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5.2 Liability for Subcustodians

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

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

(ii) the insolvency of any Affiliated Subcustodian.

(b) Subject to Section 5.1(a) and Bank’s 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 Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.

(c) Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt notice of any such action, which will be advance notice if practicable. Upon request by Customer, Bank 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 RELATING TO CUSTOMER

6.1 Representations of Customer and Bank

(a) The Customer represents and warrants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement, and to borrow money (both any 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 Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable 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 Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United

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States and shall notify Bank of any changes in residency and (v) the Financial Assets and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to subsist any encumbrance or security interest over such Financial Assets or cash.

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

(b) Bank represents and warrants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms; (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) any and all information provided to Customer in connection with the Customer’s evaluation of Bank’s experience and capabilities as custodian was, at the time it was provided, reasonably believed to be true, correct and complete in all material respects; and (iv) it has established and maintains and enforces written policies and procedures reasonably designed to prevent material and intentional violations of Applicable Law relating to Bank’s duties as custodian (including, but not limited to federal securities laws prohibiting the unlawful use and disclosure of material, non-public information regarding an issuer (such as Customer) or a security (such as Customer’s shares) by Bank as custodian). Except as specifically set forth herein, Bank assumes no responsibility for Customer’s or any other entity’s compliance with Applicable Law relating to obligations of open-end management investment companies registered under the 1940 Act and rules promulgated thereunder.

6.2 Customer is Liable to Bank Even if it is Acting for Another Person

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

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7. WHEN BANK IS LIABLE TO CUSTOMER

7.1 Standard of Care; Liability

(a) Bank will use reasonable care in accordance with prevailing industry standards applicable to custodians for open-end management investment companies registered under the 1940 Act in performing its obligations under this Agreement. Bank 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) Bank will be liable for the Customer’s direct damages to the extent they result from Bank’s fraud, negligence or willful misconduct in performing its duties as set out in this Agreement or from Bank’s breach of the standard of care in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under no circumstances will Bank 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, Bank’s performance under this Agreement, or Bank’s role as custodian.

(c) The Customer will indemnify Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of Bank Indemnitees in connection with or arising out of (i) Bank’s performance under this Agreement, provided Bank Indemnitees have not acted with negligence or engaged in fraud or willful misconduct, violated Applicable Law (excluding any violation of Applicable Law resulting from any act or omission by Bank Indemnitees pursuant to an Instruction) relating to Bank’s duties as custodian under this Agreement, or breached the standard of care of this Agreement in connection with the Liabilities in question or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use commercially reasonable endeavours to mitigate any Liability for which indemnity is sought hereunder.

(d) Without limiting Sections 7.1(a), (b) or (c), Customer agrees that Bank provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement;

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or (iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash.

(f) No shareholder of the Customer or Bank or any trustee, officer, employee or agent of the Customer, shall be subject to claims against or obligations of the Customer or Bank, as the case may be, to any extent whatsoever. Customer and Bank agree that the obligations assumed by a particular Customer under this Agreement shall be limited in all cases to that particular Customer. It is agreed that Customer and Bank shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Customer or from any other series of the Customer, or from any trustee, officer, employee or agent of the Customer (or any series thereof). Bank understands and agrees that the rights and obligations of a series are separate and distinct from those of any and all other series of the Customer.

7.2 Force Majeure

Bank 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. Bank will have no liability, however, for any damage, loss, expense or liability of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery of a third party in the absence of Bank’s negligence, malfunction of equipment or software (except where such malfunction is primarily attributable to Bank’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities (in the absence of Bank’s negligence), or any cause beyond the reasonable control of Bank and that is not attributable to Bank’s negligence (including without limitation, the non-availability of appropriate foreign exchange).

Customer 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. Customer will have no liability, however, for any damage, loss, expense or liability of any nature that Bank 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 of a third party in the absence of Customer’s negligence, malfunction of equipment or software (except where such malfunction is primarily attributable to Customer’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities (in the absence of

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Customer’s negligence), or any cause beyond the reasonable control of Customer and that is not attributable to Customer’s negligence (including without limitation, the non-availability of appropriate foreign exchange).

7.3 Bank May Consult With Counsel

Bank will be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of Applicable Law or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action taken or omitted pursuant to such advice provided that Bank exercised reasonable care in the selection of such professional advisers and acts reasonably in reliance on such advice.

7.4 Bank Provides Diverse Financial Services and May Generate Profits as a Result

Customer hereby authorizes Bank to act under this Agreement notwithstanding that: (a) Bank or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest, including the fact that Bank 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. (b) Bank or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.

7.5 Assets Held Outside Bank’s Control

Bank will not be obliged to hold Securities or cash with any person not agreed to by Bank. Furthermore, Bank will not be obliged to register or record Securities in the name of any person not agreed to by Bank. If, however, the Customer makes such a request and Xxxx agrees to the request, the consequences of doing so will be at the Customer’s own risk. Bank will 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

Bank and its Subcustodians may use third parties to provide ancillary services (i.e. services that do not form part of the custody services contained in Article 2

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and which include without limitation courier or pricing services). Whilst Bank will use reasonable care (and procure that its Subcustodians use reasonable care) in the selection and retention of such third parties, it will not be responsible for any errors or omissions made by such third party in providing the relevant services.

8. TAXATION

8.1 Tax Obligations

(a) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required to be deducted by any revenue or governmental authority for whatever reason in respect of Customer’s Accounts.

(b) Customer will provide to Bank such certifications, documentation, and information as it may reasonably require in connection with taxation, and warrants that, when given, this information is true and correct in every material respect, not misleading in any material way, and contains all material information. Customer undertakes to notify Bank promptly when it becomes aware that any information requires updating or correcting. Bank provides no service of controlling or monitoring, and therefore has no duty in respect of, or liability for any taxes, penalties, interest or additions to tax, payable or paid that result from (i) the inaccurate completion of documents by Customer or any third party (unless such inaccuracy was caused by Bank); (ii) provision to Bank or a third party of inaccurate or misleading information by Customer or any third party (unless such inaccuracy was caused by Bank); (iii) the withholding of material information by Customer or any third party (unless such withholding results from any fraud, negligence or willful misconduct of the Bank); or (iv) as a result of any delay by any revenue authority or any other cause beyond Bank’s control.

(c) If Bank 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) 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 Bank will be responsible for any penalty or additions to tax due solely as a result of Bank’s 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.

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8.2 Tax Relief Services

(a) Subject to the provisions of this Section, Bank will promptly apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited to the Securities Account that Bank believes may be available. To defray expenses pertaining to nominal tax claims, Bank may from time-to-time set reasonable minimum thresholds as to a de minimis value of tax relief claims 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 Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank), prior to the receipt of Financial Assets in the Account or the payment of income.

(c) Bank will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by prompt notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered. Other than as expressly provided in this Section 8.2 Bank will have no responsibility with regard to 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 Bank commenced providing services under the Agreement. Following the initial term, Customer may terminate this Agreement on sixty (60) days' written notice to Bank. Bank may terminate this Agreement on [one hundred and eighty (180)] days’ written notice to the Customer.

(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

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put under court controlled management or being the subject of a similar measure;

(iii) Bank may terminate this Agreement on sixty (60) days’ written notice to Customer in the event that Bank reasonably determines that Customer has ceased to satisfy Bank’s customary credit requirements; and

(iv) The Customer may terminate this Agreement upon sixty (60) days written notice to Bank upon Bank or an affiliate becoming the subject of an administrative or regulatory proceeding or investigation that the Customer reasonably but in its sole discretion believes may have a material adverse affect on Bank’s ability to provide some or all of the services under this Agreement to the Customer.

9.2 Exit Procedure

Customer will provide Bank full details of the persons to whom Bank must deliver Financial Assets and cash a reasonable period before the effective time of termination of this Agreement. If Customer fails to provide such details in a timely manner, Bank 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 successor custodian, but Bank 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 Bank is unwilling to assume any related credit risk. Bank will in any event be entitled to deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). Customer will reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

10. MISCELLANEOUS

10.1 Notifications

Notices (other than Instructions) under this Agreement will be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice will not be deemed to be given unless it has been received.

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10.2 Successors and Assigns

This Agreement will be binding on each of the parties’ successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld.

10.3 Interpretation

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

10.4 Entire Agreement

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

— Cash Trade Execution;

— Cash Sweep;

— Accounting Services;

— Mutual Fund;

— Compliance Reporting Services; and

— Performance Measurement Reporting Services.

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

10.5 Information Concerning Deposits at Bank’s London Branch

Under U.S. federal law, deposit accounts that Customer maintains in Bank’s foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of Bank’s liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks. However, the Financial Services Compensation Scheme (the “FSCS”) was created under the Financial Services and Markets Act 2000. The terms of the FSCS offer protection in connection with deposits and investments in the event of the persons to whom Bank’s London Branch provides services suffering a financial loss as a direct consequence of Bank’s London Branch being unable to meet any of its liabilities, and subject to the FSCS rules regarding eligible claimants and eligible claims, the Customer may have a right to claim compensation from the FSCS. Subject to the terms of the FSCS, the

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limit on the maximum compensation sum payable by the FSCS in relation to investment business is £48,000 and in relation to deposits is £31,700. A detailed description of the FSCS (including information on how to make a claim, eligibility criteria and the procedures involved) is available from the FSCS who can be contacted at 7th Floor, Lloyds Xxxxxxxx, Portsoken Street, London, E1 8BN.

10.6 Insurance

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

10.7 Security Holding Disclosure

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

10.8 USA PATRIOT Act Disclosure

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

10.9 Governing Law and Jurisdiction

This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will

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have sole and exclusive jurisdiction. Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction Customer or Bank may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgement) or other legal process, neither Customer nor Bank shall claim, and each hereby irrevocably waives, such immunity.

10.10 Severability; Waiver; and Survival

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

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

(c) The parties’ rights, protections, and remedies under this Agreement shall survive its termination.

10.11 Confidentiality

(a) Subject to Clause 10.11(b) the Bank 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 the Bank’s business, or with the consent of the Customer.

(b) The Customer authorizes the Bank 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 the

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Bank believes it is reasonably and in good faith required in connection with the Bank’s provision of relevant services under this Agreement;

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

(iii) its Affiliates, 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 of this Agreement in confidence.

10.12 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.

10.13 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.

[The remainder of this page is intentionally left blank.]

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		ABERDEEN FUNDS
		on behalf of each fund listed on Schedule 6 hereto, separately and not jointly
		By:		/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:		President and CEO
		Date:
		JPMORGAN CHASE BANK, N.A.
		By:		/s/ Xxxx Xxxxx Xxxxxxxx
		Name:		Xxxx Xxxxx Xxxxxxxx
		Title:		Vice President
		Date:

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SCHEDULE 1

List of Subcustodians and Markets Used by the Bank

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
ARGENTINA		HSBC Bank Argentina S.A. Florida 201, 7th Floor 1005 Buenos Aires ARGENTINA		HSBC Bank Argentina S.A. Buenos Aires
AUSTRALIA		JPMorgan Chase Bank, N.A.** Level 37 AAP Center 000, Xxxxxx Xxxxxx Xxxxxx XXX 0000 XXXXXXXXX		Xxxxxxxxx and New Zealand Banking Group Ltd. Melbourne
AUSTRIA		Bank Austria Creditanstalt AG Xxxxxx Xxxxxxx Xxxxx - 3 A-1090 Vienna AUSTRIA		X.X. Xxxxxx AG Frankfurt
BAHRAIN		HSBC Bank Middle East Limited 1st Floor, Building Xx 0000, Xxxx Xx 0000 Xx Seef 428 BAHRAIN		National Bank of Bahrain Manama
BANGLADESH		Standard Chartered Bank 18-20 Motijheel C.A Box 536 Dhaka-1000 BANGLADESH		Standard Chartered Bank Dhaka
BELGIUM		Fortis Bank (Nederland) N.V. Rokin 55 1012KK Amsterdam THE NETHERLANDS		X.X. Xxxxxx AG Frankfurt
BERMUDA		The Bank of Bermuda Limited 0 Xxxxx Xxxxxx Xxxxxxxx HMDX BERMUDA		The Bank of Bermuda Limited Xxxxxxxx
BOTSWANA		Barclays Bank of Botswana Limited Barclays House, Khama Crescent Gaborone BOTSWANA		Barclays Bank of Botswana Limited Gaborone

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COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
BRAZIL		HSBC Bank Brasil S.A. Banco Multiplo Xxxxxxx Xxxxxxxxxx Xxxxx Xxxx 0000, 0xx Xxxxx Xxx Xxxxx, XX 01451-000 BRAZIL		HSBC Bank Brasil S.A. Banco Multiplo Sao Paulo
BULGARIA		ING Bank N.V. Xxxxx Xxxxxx 00 Xxxx Xxxxxxxxx Xxxxxx Xxxx Xxxxx Region 1408 Sofia BULGARIA		ING Bank N.V. Sofia
CANADA		Canadian Imperial Bank of Commerce Commerce Court West Security Level Toronto, Ontario M5L 1G9 CANADA		Royal Bank of Canada Toronto
		Royal Bank of Canada 000 Xxx Xxxxxx, Xxxxx 0000 00xx Xxxxx Xxxxx Xxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx Xxxxxxx X0X 0X0 CANADA		Royal Bank of Canada Toronto
CHILE		Banco de Chile Av. Xxxxxx Xxxxx 2687 5th Floor Las Xxxxxx Xxxxxxxx CHILE		Banco de Chile Santiago
CHINA - SHANGHAI		HSBC Bank (China) Company Limited 35/F, HSBC Tower 0000 Xxxxxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx 000000 THE PEOPLE’S REPUBLIC OF CHINA		JPMorgan Chase Bank, N.A. New York (for B-Share Market) HSBC Bank (China) Company Limited Shanghai (for A-Share Market)
CHINA - SHENZHEN		HSBC Bank (China) Company Limited 35/F, HSBC Tower 0000 Xxxxxxxx Xxxx Xxxx Xxxxxx Xxxxxxxx 000000 THE PEOPLE’S REPUBLIC OF CHINA		JPMorgan Chase Bank, N.A. Hong Kong (for B-Share Market) HSBC Bank (China) Company Limited Shanghai (for A-Share Market)
COLOMBIA		Santander Investment Trust Colombia S.A. Xxxxx 00, Xx. 0-00, Xxxx 3 Bogota COLOMBIA		Santander Investment Trust Colombia S.A. Bogota

31

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
CROATIA		Privredna banka Zagreb d.d. Savska c.28 10000 Zagreb CROATIA		Zagrebacka Banka d.d. Zagreb
CYPRUS		Marfin Popular Bank Public Company Ltd. 000 Xxxxxxxx Xxxxxx P.O. Box 22032 CY-1598 Nicosia CYPRUS		Marfin Popular Bank Public Company Ltd. Nicosia
CZECH REPUBLIC		UniCredit Bank Czech Republic a.s. Revolucni 7 110 05 Prague 1 CZECH REPUBLIC		Ceskoslovenska obchodni banka, a.s. Prague
DENMARK		Danske Bank A/S 2-12 Holmens Kanal DK 1092 Copenhagen K DENMARK		Nordea Bank Danmark A/S Copenhagen
EGYPT		Citibank, N.A. 0 Xxxxx Xxxxx Xxxxxx Xxxxxx Xxxx Xxxxx EGYPT		Citibank, N.A. Cairo
ESTONIA		Hansabank Liivalaia 8 XX0000 Xxxxxxx XXXXXXX		SEB Eesti Uhispank Tallinn
FINLAND		Skandinaviska Enskilda Xxxxxx XX (publ) Xxxxxxxxxxx 00 XXX-00000 Xxxxxxxx FINLAND		X.X. Xxxxxx AG Frankfurt
FRANCE		BNP Paribas Securities Services S.A. Ref 256 BP 141 0, Xxx X’Xxxxx 00000 Xxxxx Xxxxx 00 XXXXXX		X.X. Xxxxxx AG Frankfurt
		Societe Generale 00 Xxxxxxxxx Xxxxxxxx 00000 Xxxxx XXXXXX		X.X. Xxxxxx AG Frankfurt

32

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
GERMANY		Deutsche Bank AG Alfred-Herrhausen-Allee 16-24 D-65760 Eschborn GERMANY		X.X. Xxxxxx AG Frankfurt
		X.X. Xxxxxx AG#** Xxxxxxxxxxxxxx 00 00000 Xxxxxxxxx xx Xxxx XXXXXXX # For local German custody clients only.		X.X. Xxxxxx AG Frankfurt
GHANA		Barclays Bank of Ghana Limited Barclays House, High Street Accra GHANA		Barclays Bank of Ghana Limited Accra
GREECE		HSBC Bank plc Messogion 109-111 11526 Athens GREECE		X.X. Xxxxxx AG Frankfurt
HONG KONG		The Hongkong and Shanghai Banking Corporation Limited 36th Floor, Sun Hung Kai Centre 00 Xxxxxxx Xxxx Xxx Xxxx XXXX XXXX		JPMorgan Chase Bank, N.A. Hong Kong
HUNGARY		Deutsche Bank Zrt. Xxxx xxxx 00 H-1054 Budapest HUNGARY		ING Bank Rt. Budapest
ICELAND		Glitnir banki hf. Kirkjusandur 2 155 Reykjavik ICELAND		Glitnir banki hf. Reykjavik
INDIA		The Hongkong and Shanghai Banking Corporation Limited 2nd Floor, ‘Shiv” Plot Xx 000-000X Xxxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxx Junction Vile Parle-E Worli Mumbai 400 057 INDIA		The Hongkong and Shanghai Banking Corporation Limited Mumbai

33

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
		Standard Chartered Bank 00-00 Xxxxxxx Xxxxxx Xxxx Xxxxxx 400 001 INDIA		Standard Chartered Bank Mumbai
INDONESIA		The Hongkong and Shanghai Banking Corporation Limited Menara Mulia 19th Floor Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xxx 0-00 Xxxxxxx 00000 INDONESIA		The Hongkong and Shanghai Banking Corporation Limited Jakarta
IRELAND		Bank of Ireland New Century House Mayor Street Lower International Financial Services Centre Dublin 1 IRELAND		X.X. Xxxxxx AG Frankfurt
ISRAEL		Bank Leumi le-Israel B.M. 00, Xxxxxx Xxxxxx Xxxxxx 00000 Xxx Xxxx XXXXXX		Xxxx Xxxxx xx-Xxxxxx B.M. Tel Aviv
ITALY		Intesa Sanpaolo S.p.A. 6, Xxxxxx xxxxx Scala 20121 Milan ITALY		X.X. Xxxxxx AG Frankfurt
*IVORY COAST*		Société Générale de Banques en Côte d’Ivoire 0 xx 0, Xxxxxx X. Xxxxx - 01 B.P. 1355 Abidjan 01 IVORY COAST		Societe Generale Paris
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
*JAMAICA*		FirstCaribbean International Securities Limited 00-00 Xxxxxxxxx Xxxx. Kingston 10 JAMAICA		FirstCaribbean International Securities Limited Kingston
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
JAPAN		Mizuho Corporate Bank, Limited 0-0 Xxxxxxxxxx-Xxxxxxxxx Chuo-Ku Tokyo 103 JAPAN		JPMorgan Chase Bank, N.A. Tokyo

34

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
		The Bank of Tokyo-Mitsubishi UFJ, Limited 3-2 Nihombashi Hongkucho 1-chome Chuo-ku Tokyo 103 JAPAN		JPMorgan Chase Bank, N.A. Tokyo
JORDAN		HSBC Bank Middle East Limited 1st Floor 5th Circle Western Amman JORDAN		HSBC Bank Middle East Limited Western Amman
KAZAKHSTAN		SB HSBC Bank Kazakhstan JSC 00 Xxxxxx Xxxxxx Xxxxxx 000000 KAZAKHSTAN		SB HSBC Bank Kazakhstan JSC Almaty
KENYA		Barclays Bank of Kenya Limited c/o Barclaytrust Investment Services & Limited Mezzanine 0, Xxxxxxxx Xxxxx, Xxxxx Xxxxxx Nairobi KENYA		Barclays Bank of Kenya Limited Nairobi
KUWAIT		HSBC Bank Middle East Limited G/1/2 Floors Kharafi Tower, Qibla Area Xxxxx Bin Munkez Street Safat 13017 KUWAIT		HSBC Bank Middle East Limited Safat
LATVIA		Hansabanka Balasta dambis 1a Riga, LV-1048 LATVIA		Hansabanka 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 Bankas 12 Gedimino pr. LT 2600 Vilnius LITHUANIA		AB SEB Bankas Vilnius
LUXEMBOURG		Fortis Banque Luxembourg S.A. 00 Xxxxxx X.X. Xxxxxxx L-2951 LUXEMBOURG		X.X. Xxxxxx AG Frankfurt

35

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
MALAYSIA		HSBC Bank Malaysia Berhad 2 Leboh Ampang 50100 Kuala Lumpur MALAYSIA		HSBC Bank Malaysia Berhad Kuala Lumpur
MALTA		HSBC Bank Malta p.l.c. 000 Xxxxxxxx Xxxxxx Xxxxxxxx XXX 05 MALTA		HSBC Bank Malta p.l.c. Valletta
MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited 5/F Les Cascades Building Xxxxx Xxxxxx Street Port Louis MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited Port Louis
MEXICO		Banco Nacional de Mexico, S.A. Act. Xxxxxxx Xxxxxxxx No. 000 0xx Xxxx Xxxxx Xxxxxxx Xxxxx Xx 00000 Xxxxxx, D.F. MEXICO		Banco Santander, S.A. Mexico, D.F.
MOROCCO		Attijariwafa Bank S.A. 000 xxxxxx Xxxxxx II Casablanca 20000 MOROCCO		Attijariwafa Bank S.A. Casablanca
NAMIBIA		Standard Bank Namibia Limited Mutual Platz Cnr. Xxxxxxxx and Post Streets P.O. Box 3327 Windhoek NAMIBIA		The Standard Bank of South Africa Limited Johannesburg
NETHERLANDS		KAS Bank N.V. Xxxxxxxxxx 000 0000 XX Xxxxxxxxx XXXXXXXXXXX		X.X. Xxxxxx AG Frankfurt
NEW ZEALAND		National Australia Bank Limited National Nominees Limited Level 2 BNZ Tower 000 Xxxxx Xxxxxx Xxxxxxxx XXX XXXXXXX		Westpac Banking Corporation Wellington

36

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
*NIGERIA*		Stanbic IBTC Bank Plc Plot 000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxx NIGERIA		The Standard Bank of South Africa Limited Johannesburg
NORWAY		DnB NOR Bank ASA Stranden 21 PO Box 1171 Sentrum N-0107 Oslo NORWAY		Nordea Bank Norge ASA Oslo
OMAN		HSBC Bank Middle East Limited Bait Al Falaj Main Office Ruwi PC 112 OMAN		HSBC Bank Middle East Limited Ruwi
PAKISTAN		Standard Chartered Bank (Pakistan) Limited Box 0000 Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx Xxxxxxx 00000 PAKISTAN		Standard Chartered Bank (Pakistan) Limited Karachi
PANAMA		HSBC Bank (Panama) S.A. Plaza HSBC Building, 9th Floor Xxxxxxxx de la Guardia Street and 47th Street Panama City PANAMA		HSBC Bank (Panama) S.A. Panama City
PERU		Citibank del Peru S.A. Camino Real 457 Torre Real - 5th Floor San Xxxxxx, Lima 27 PERU		Banco de Credito del Peru Lima
PHILIPPINES		The Hongkong and Shanghai Banking Corporation Limited 12/F, The Enterprise Center, Tower 1 0000 Xxxxx Xxxxxx Xxxxxx Xxxxx xx Xxxxx Xxxxxx Xxxx, Xxxxxx 0000 PHILIPPINES		The Hongkong and Shanghai Banking Corporation Limited Manila
POLAND		Bank Handlowy w. Warszawie S.A. ul. Senatorska 16 00-923 Warsaw 55 POLAND		Bank Rozwoju Eksportu S.A. Warsaw

37

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
PORTUGAL		Banco Espirito Santo, S.A 7th floor Xxx Xxxxxxxx, 00 0000-000 Xxxxxx PORTUGAL		X.X. Xxxxxx AG Frankfurt
QATAR		HSBC Bank Middle East Limited 000 Xxxxxxx Xxx Xxxxxx Xxxxxx P. O. Box 57 Doha QATAR		HSBC Bank Middle East Limited Doha
ROMANIA		ING Bank N.V. 13-15 Kiseleff Avenue 011342 Bucharest 1 ROMANIA		ING Bank N.V. Bucharest
*RUSSIA*		X.X. Xxxxxx Bank International** (Limited Liability Company) Building 0/0, 0xx xxxxx Xxxxxxxxxxxx Xxxxxx 000000 Xxxxxx RUSSIA		JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)
		ING Bank (Eurasia) ZAO (Closed Joint Stock Company) 36 Krasnoproletarskaya ulitsa 127473 Moscow RUSSIA		JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
SAUDI ARABIA		SABB Securities Limited P.O. Box 9084 Riyadh 11413 SAUDI ARABIA		SABB Securities Limited Riyadh
SERBIA		UniCredit Bank Srbija a.d. Rajiceva 27-29 11000 Belgrade SERBIA AND MONTENEGRO		UniCredit Bank Srbija a.d. Belgrade
SINGAPORE		DBS Bank Ltd. 000 Xxxxxxxxxx Xxxxxx #00-00 Xxx Xxx Xxxxxx 000000 XXXXXXXXX		Oversea-Chinese Banking Corporation Singapore
SLOVAK REPUBLIC		UniCredit Bank Slovakia a.s. Sancova 1/A SK-813 33 Bratislava SLOVAK REPUBLIC		Vseobecna uverova banka, a.s. Bratislava

38

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
SLOVENIA		UniCredit Banka Slovenija d.d. Smartinska 140 SI-1000 Ljubljana SLOVENIA		X.X. Xxxxxx AG Frankfurt
SOUTH AFRICA		FirstRand Bank Limited 1 Mezzanine Floor, 0 Xxxxx Xxxxx, Xxxx Xxxx Cnr Xxxxxxxx and Jeppe Streets Johannesburg 2001 SOUTH AFRICA		The Standard Bank of South Africa Limited Johannesburg
SOUTH KOREA		Standard Chartered First Bank Korea Limited 000 XxxxXxxxx-xxxx XxxxxXx-Xx Xxxxx 110-702 SOUTH KOREA		Standard Chartered First Bank Korea Limited Seoul
SPAIN		Santander Investment, S.A. Ciudad Grupo Santander Avenida de Cantabria, s/n Edificio Ecinar, planta baja Boadilla del Monte 28660 Madrid SPAIN		X.X. Xxxxxx AG Frankfurt
SRI LANKA		The Hongkong and Shanghai Banking Corporation Limited 24 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx 1 SRI LANKA		The Hongkong and Shanghai Banking Corporation Limited Colombo
SWEDEN		Skandinaviska Enskilda Xxxxxx XX (publ) Sergels Torg 2 SE-106 40 Stockholm SWEDEN		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 Xx. 000, Xxxxxxx 0, Xxxx Xx Xxxx Xxxxxx 000 XXXXXX		JPMorgan Chase Bank, N.A. Taipei

39

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
THAILAND		Standard Chartered Bank (Thai) Public Company Limited 14th Floor, Zone B Sathorn Nakorn Tower 000 Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxxxx 00000 THAILAND		Standard Chartered Bank (Thai) Public Company Limited Bangkok
TUNISIA		Banque Internationale Arabe de Tunisie, S.A. 00-00 Xxxxxx Xxxxx Xxxxxxxxx P.O. Box 520 1080 Tunis Cedex TUNISIA		Banque Internationale Arabe de Tunisie, X.X. Xxxxx
TURKEY		Citibank A.S. Turkiye Main Branch Buyukdere Cad. No: 100 80280 Esentepe Istanbul TURKEY		JPMorgan Chase Bank, N.A. Istanbul
*UKRAINE*		ING Bank Ukraine 00-X Xxxxxx Xxxxxx 00000 Xxxx UKRAINE		JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
UNITED ARAB EMIRATES - DFM		HSBC Bank Middle East Limited Level 4, Precinct Building 0, Xxxx 0 Xxxx Xxxxxxxx P.O. Box 506553 Dubai UNITED ARAB EMIRATES		The National Bank of Abu Dhabi Abu Dhabi
UNITED ARAB EMIRATES - DIFX		HSBC Bank Middle East Limited Level 4, Precinct Building 4, Unit 5 Gate District P.O. Box 506553 Dubai UNITED ARAB EMIRATES		JPMorgan Chase Bank, N.A. New York A/C JPMorgan Chase Bank London (USD NOSTRO Account)
UNITED ARAB EMIRATES - ADSM		HSBC Bank Middle East Limited Level 4, Precinct Building 0, Xxxx 0 Xxxx Xxxxxxxx P.O. Box 506553 Dubai UNITED ARAB EMIRATES		The National Bank of Abu Dhabi Abu Dhabi

40

COUNTRY		SUB-CUSTODIAN		CASH CORRESPONDENT BANK
UNITED KINGDOM.		JPMorgan Chase Bank, N.A.** 0 Xxxxxx Xxxxxx Xxxxxx XX0X 0XX XXXXXX XXXXXXX		JPMorgan Chase Bank, N.A. London
		Deutsche Bank AG The Depository and Clearing Centre Lower Ground Floor 00 Xxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX XXXXXX XXXXXXX		Varies by currency
UNITED STATES		JPMorgan Chase Bank, N.A.** 0 Xxx Xxxx Xxxxx Xxx Xxxx XX 00000 U.S.A.		JPMorgan Chase Bank, N.A. New York
URUGUAY		Banco Itaú Uruguay X.X. Xxxxxx 1463 Montevideo URUGUAY		Banco Itaú Uruguay S.A. Montevideo.
VENEZUELA		Citibank, N.A. Centro Comercial El Recreo Torre Xxxxx, Xxxx 00 Xxxx. Casanora, Sabana Grande Caracas 0000 X.X. VENEZUELA		Citibank, N.A. Caracas
VIETNAM		The Hongkong and Shanghai Banking Corporation Limited The Metropolitan, 000 Xxxx Xxxx Xxxxxx Xxxxxxxx 0 Xx Xxx Xxxx City VIETNAM		The Hongkong and Shanghai Banking Corporation Limited Ho Chi Minh City
ZAMBIA		Barclays Bank Zambia Plc Kafue House, Cairo Road Lusaka ZAMBIA		Barclays Bank Zambia Plc Lusaka
*ZIMBABWE*		Barclays Bank of Zimbabwe Limited Corporate Centre 1st Floor, Eastern Wing Birmingham Road, Cnr. Paisley Road Harare ZIMBABWE		Barclays Bank of Zimbabwe Limited Harare

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

41

SCHEDULE 2

Persons Authorized To Give Instructions

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

Signed for and on behalf of the Customer by:

Signature:

Name:

Position:

* i.e. writing, telephone or facsimile

** ** “All”, “No limit” or similar phrases would include authority to issue instructions relating to foreign exchange.

42

SCHEDULE 3

Authorized Fund Managers/Advisers

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

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

Signature:

Name:

Title:

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

** “All” or “No limit” or similar phrases would include authority to issue instructions relating to foreign exchange.

43

SCHEDULE 4

Form of Board Resolution

To: JPMorgan Chase Bank, N.A.

......................... 20...

I hereby certify that the following is a true copy of the resolutions of the Board of Trustees of Aberdeen Funds* (the “Company”) which was duly called and held on March 12, 2008 and at which a duly qualified quorum was present throughout and entitled to vote.

RESOLVED, that based on the information provided in connection with the consideration of the Global Custody Agreement between XX Xxxxxx Xxxxx Bank National Association and the Trust, on behalf of all of its Series in substantially the form of the Global Custody Agreement presented at this meeting, the Trustees of the Trust, including all of the Independent Trustees, hereby determine that the terms of the Global Custody Agreement, including the compensation provided to XX Xxxxxx Xxxxx Bank National Association, are fair and reasonable and in the best interest of the Trust and its shareholders; and it is further

RESOLVED, that JPMorgan Chase Bank be, and it hereby is, appointed to serve as custodian for the assets of the Trust and its Series; and it is further

RESOLVED, that the form of Custody Agreement in substantially the same form presented at this meeting, with such modifications as the officers approving such agreement, in consultation with legal counsel, shall deem necessary, appropriate or as may be required to conform with the requirements of any applicable statute, regulation or regulatory body, be, and it hereby is, approved for the Trust and the Series; and it is further

RESOLVED, that the appropriate officers of the Trust be, and each of them hereby is, authorized to execute and deliver such Custody Agreement on behalf of the Trust and its Series; and that a copy of said Custody Agreement be filed with the record of this meeting.

RESOLVED, that the Board hereby appoints XX Xxxxxx as attorney-in-fact for the purpose of enabling JPMorgan to provide tax reclaim services for the Trust by execution of a Power of Attorney document on behalf of the Trust, and the attorney-in-fact listed in such Power of Attorney is hereby authorized to act in accordance with such Power of Attorney for the purposes described in the Power of Attorney, and the execution of the Power of Attorney by the Trust is hereby authorized and approved.

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

*Name of Company in full.

44

APPENDIX A

Specimen Fund Manager Mandate

TO: JPMORGAN CHASE BANK, N.A.

GLOBAL CUSTODY DIVISION

DATE:                                         

Dear Sirs,

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

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

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

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

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

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

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

Signature:

Name:

Position:

Evidence of Authority to sign this Letter is enclosed

45

ACCOUNT(S) COVERED BY THIS MANDATE:

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

* i.e. writing, telephone or facsimile

** ** “All”, “No limit” or similar phrases would include authority to issue instructions relating to foreign exchange.

46

SCHEDULE 5

Electronic Access

1. The Bank shall permit the Customer and its Authorized Persons to access electronically the applications and products listed on Exhibit 1 to this Agreement (the “Products”). The Bank reserves the right to modify this Schedule 5 and, subject to the terms and conditions of the Agreement, the products and services available through the Products, upon notice to the Customer. The Bank shall endeavour to give the Customer reasonable advance notice of its termination or suspension of access hereunder to any Product, but may do so immediately upon written notice to the Customer if the Bank determines, in its sole discretion, that providing access to such Product would violate Applicable Law or that the security or integrity of such Product is at risk.

2. In consideration of the fees paid by the Customer to the Bank and subject to any applicable Software License Addendum in relation to Bank owned or sublicensed Software provided for a particular Application and Applicable Law the Bank grants to the Customer on the terms of this Schedule 5 a non-exclusive license to use the Products and the information and data made available to the Customer through the Products (the “Data”) for the sole use of the Customer. 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 or any hyperlink or other reference to any such notice.

3. The rights and obligations of the parties with respect to the provision of certain cash products and services via the Products shall also be governed, to the extent not governed by this Agreement, by the Bank’s terms and conditions relating to such products and services, as the same may be amended from time to time (the “Product Terms”). If and to the extent that there is a conflict between the Product Terms and this Schedule 5, the provisions of this Schedule 5 shall prevail.

4. The Customer acknowledges that there are certain 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 shall make its own independent assessment of the adequacy of the internet and of the security procedures made available by the Bank. The Customer acknowledges and agrees that the selection and use by it of third party security and communications software and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and/or communication software packages. All such software must be interoperable with the Bank’s software. Each of the Customer and the Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

5. Notwithstanding the other provisions of the Agreement, the Bank shall not be liable for any Liabilities arising out of the use or unavailability of the Bank’s web site or any means provided by the Bank of accessing the Products through the Bank’s web site in the absence of the Bank’s fraud, gross negligence or willful misconduct.

47

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

7. The Customer shall promptly and accurately designate in writing to the Bank the geographic location of its users from time to time. The Customer further represents and warrants to the Bank that the Customer shall not access the service from any jurisdiction which the Bank informs the customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws. 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 the Bank to process the data set out therein for the purposes of providing the Products.

8. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of this Schedule 5.

48

EXHIBIT 1

Products

Internet browser based applications:

Name of Application		Description
Accounting		Provides access to verified accounting data and net asset values.
Accounting Statements		Enables Customer to download official financial statement reports and associated data files.
ACH Initiation		Provides access to ACH transactions, allowing warehousing for a period in advance of the settlement date, interactive deletions, amount changes or account modifications.
Cash Balances and Transaction Reporting		Allows retrieval of information, review of transaction histories and determines cash flow for accounts with the Bank and other financial institutions worldwide in any currency.
Cash Concentration Reporting		Provides access to cash concentration accounts supported by reports on deposit banks, divisions and locations.
Compliance		Provides compliance reporting according to Customer-defined criteria permitting the identification and resolution of violations to Customer investment guidelines.
Compliance File Upload		Permits third party compliance customers to send their portfolio details to the Bank. Compliance results are delivered via the Compliance reporting application.
Continuous Linked Settlement		Allows users to monitor their continuous linked settlement positions and individual trades via a range of inquiry and reporting functions. Optional continuous linked settlement transaction entry is also available.
Corporate Action Instructions		Provides instruction capability for U.S. and global voluntary corporate actions together with intraday notifications of voluntary corporate action events.
DataXchange		A utility to reformat and translate data to enable integration between Customer systems and the Bank.
eServe		Provides access to funds transfer transaction details,

49

Name of Application		Description
		initiation of investigations, receipt of responses and generation of analytical reports at any time.
File Delivery / Messenger		Enables Customer to securely download reports and/or custom data files using SSL encryption. Customer may also utilise the Bank’s Messenger software to schedule automated downloads.
Funds Transfer Initiation		Provides initiation of multi currency payments (through file import, use of free formats or templates) from accounts with the Bank and other financial institutions.
Funds Transfer Reporting		Provides transaction reports for wires initiated through JPMorgan ACCESS as predefined (repetitive) and free-form transfers for accounts with the Bank and other financial institutions.
i-VAULT!		Provides Customer with an electronic archive capability to load, store and retrieve all types of scanned documents, electronic forms, reports and data, regardless of geographical location.
JPMorgan ACCESS Dashboard		Provides Customer with a convenient overview of their securities related business activity, allowing Customer to view key data elements from lower-level business applications in various formats - numeric, text, graph, and tables. Customer also has ability to drill down from the high level summary information directly to detailed reports and other data residing within lower level applications.
Liquidity Reporting and Transaction Services		Provides cash concentration services by facilitating the physical movement of funds from one account (subsidiary account) to another account (concentration account).
Market Intelligence		Provides access to the Bank’s research reports together with global network information, financial news and market quotes.
Performance		Provides flexible access to a security level, multi-currency performance measurement system. Customizable portfolio analytical and reporting capabilities include risk analysis, attribution analysis and “what-if” testing.
Reconciliation		Provides a file comparison tool for comparing Customer records with alternate sources using Customer specified criteria.
Secure eMail		Provides a secure means for Customer to communicate online with Bank personnel.
Security Administration		Enables Customer Security Administrators to manage JPMorgan Access user IDs, passwords and digital signing credentials for Customer employees.

50

Name of Application		Description
TITAN		Provides direct query access to the core US domestic TITAN Custody System.
Transaction Initiation		Provides secure input and transmission of US domestic and Global Custody Trade Settlement, Cash Settlement, Directed Lending and DTC Affirmation Instructions to Bank for processing. Transactions can be imported (utilizing the DataXchange infrastructure) directly from Customer systems to eliminate data re-keying.
Trustee and Fiduciary Services		Provides a capability for intra-day processing, reporting and enquiry for the Bank’s trustee and depository customers.
Views Portfolio Reporting		Provides Customer portfolio reporting on an intra-day, close-of-business or historical basis. Customers may choose from standard board-room quality reports, or create and save customized reports to satisfy their unique reporting requirements.

51

SCHEDULE 6

List of Series of Aberdeen Funds

Aberdeen Tax-Free Income Fund

Aberdeen Small Cap Fund

Aberdeen Small Cap Opportunities Fund

Aberdeen Small Cap Growth Fund

Aberdeen Small Cap Value Fund

Aberdeen Select Small Cap Fund

Aberdeen Select Equity Fund

Aberdeen Select Growth Fund

Aberdeen Select Mid Cap Growth Fund

Aberdeen Select Worldwide Fund

Aberdeen China Opportunities Fund

Aberdeen Developing Markets Fund

Aberdeen International Equity Fund

Aberdeen Hedged Core Equity Fund

Aberdeen Market Neutral Fund

Aberdeen Equity Long-Short Fund

Aberdeen Global Financial Services Fund

Aberdeen Health Sciences Fund

Aberdeen Natural Resources Fund

Aberdeen Technology and Communications Fund

Aberdeen Global Utilities Fund

Aberdeen Optimal Allocations Fund: Defensive

Aberdeen Optimal Allocations Fund: Moderate

Aberdeen Optimal Allocations Fund: Moderate Growth

Aberdeen Optimal Allocations Fund: Growth

Aberdeen Optimal Allocations Fund: Specialty

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SCHEDULE 7

Fees

May 2008

I. Domestic Custody
				basis points		transaction fees
		Safekeeping		.15
		Secondary Transactions
		- Transactions – Book Entry/Electronic				$  3.75
		- Transactions – Physical				$20.00
		- Transactions – Manual				$20.00
		- Paydowns – Book Entry/Electronic				$  3.75
		- Paydowns – Physical				$20.00
		- Income Collections – Book Entry/Electronic				$  3.75
		- Income Collections – Physical				$20.00
		- Private Placements – P&I				$20.00
		- Corporate Actions				$10.00
		- Redemption – Book Entry/Electronic				$  3.75
		- Redemption – Physical				$20.00
		- Called Bonds				$10.00
		- Stock Dividend – Book Entry/Electronic				$  3.75
		- Stock Dividend – Physical				$20.00
		- USD Wires				$  3.75
		- Non-USD Wire Transfers				$20.00
II. Global Custody
		Australia		1.65		$20.00
		Austria		1.75		$25.00
		Belgium		1.75		$20.00
		Brazil		15.00		$35.00
		Canada		1.25		$15.00
		Czech Republic		17.50		$40.00
		EuroClear		1.20		$12.00
		Finland		1.75		$20.00
		France		1.15		$11.00
		Germany		1.15		$11.00
		Greece		9.50		$20.00

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				basis points		transaction fees
		Hong Kong		3.00		$20.00
		Hungary		20.00		$45.00
		Indonesia		9.00		$37.50
		Ireland		1.75		$25.00
		Italy		1.25		$18.50
		Japan		1.00		$12.50
		Malaysia		6.00		$35.00
		Mexico		6.00		$15.00
		Netherlands		1.50		$15.00
		Poland		20.00		$40.00
		Portugal		5.00		$30.00
		Russia		17.50		$45.00
		Singapore		3.00		$30.00
		South Africa		5.00		$20.00
		South Korea		8.00		$25.00
		Spain		2.50		$27.50
		Sweden		2.00		$20.00
		Switzerland		1.75		$20.00
		Taiwan		15.00		$50.00
		Thailand		6.00		$30.00
		Turkey		10.00		$30.00
		UK		0.67		$  6.40
III.  CCO Compliance Solutions

Support in connection with obligations under the U.S. Securities and Exchange Commission (“SEC”) Rule 38a-1 under the Investment Company Act of 1940 and Rule 206(4)-7 under the Investment Advisers Act of 1940.

-		Core Service Program Fees - $100 per fund
-		Annual Representation Letter – no charge
-		Additional Representation Letters - $5,000 per Occurrence

IV.  Global Proxy Voting Service
		Australia, Canada, Hong Kong, Indonesia, Ireland, Japan, Malaysia, Mexico, Russia, South Africa, South Korea, Taiwan and the UK		$15.00
		Belgium, France, Germany, Netherlands, Portugal		$30.00
		Brazil		$60.00

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V.  Overdraft and Earnings Credit Rates

    -    Overdraft rate is EFF + 100 bps

    -    Earnings Credit rate is 3 month T Bill

VI.  Out of Pocket Expenses

Out of Pocket expenses including, but not limited to, script fees, stamp duty, legal fees, etc will be billed as incurred.

VII.  Transfer to Successor Custodian

        See Custody Fee schedule.

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