Common use of Custody Services Clause in Contracts

Custody Services. We may provide custody services for your securities and assets (“Assets”). Our custody services involve holding Assets on your behalf in custody. The main features of this service are set out below and we provide this service as follows: (a) you hereby request and consent to us providing, as we deem fit (and without obligation), custody services to you for Assets delivered to or collected by us on your behalf and by opening any account or sub-account (whether in your name or on your behalf), depositing or lodging your Assets with any banking or financial institution, securities or clearing institution, depository, depository agent, custodian, sub-custodian or other entity wherever situate as we may in our absolute discretion select, including in non-EEA jurisdictions, (each a “Nominee”), upon such other terms and conditions as may be approved by us, and you hereby agree to be bound thereby. (b) Please note that, except as required by law, any cash held in the Account is held by us as banker. You agree that we may pay the fees, costs, commissions and other expenses of such Nominee. (c) The Nominee in turn shall be entitled to appoint, without your further consent, any other person to act as sub-custodian or nominee of the Assets. Where we deposit Assets with a third party, we carry out due diligence in the selection, appointment and periodic review of the third party and of the arrangements for the holding and safekeeping of those Assets. In particular, we take into account the expertise and market reputation of the third party as well as any legal requirements related to the holding of financial instruments that could adversely affect clients’ rights. We shall not be liable or responsible for any act or omission of, or any insolvency, fraud, default, negligence or dissolution of, any such sub-custodian, nominee or Nominee or any of its officers, employees, servants or agents in connection with the Assets in its custody and any Loss which you may suffer or incur arising from or in connection therewith. (d) We hold your financial instruments in custody subject to the protections provided by Applicable Regulations. This requires us to keep accurate records and accounts enabling us to distinguish your financial instruments from those held for other clients and from our own assets, to regularly reconcile our internal records and accounts and those of any third parties with whom your financial instruments are held, to take the steps outlined below when we deposit your financial instruments with third parties and to have adequate organisational requirements to minimise the risk of loss or diminution of your financial instruments. (e) All or any of the Assets will be registered and/or held in our name or the name of our Nominee provided that we may delay in procuring any such registration or delivery for such periods as we in our discretion think fit. We may keep all or part of the Assets under collective administration at any central depository or custodian for securities in any country. You must provide us with any necessary authority or proxies relating to the Assets. (f) We may from time to time (if the financial instruments are subject to the law or market practice of a jurisdiction outside Germany (the jurisdiction where Deutsche Bank AG is incorporated in) and we have taken reasonable steps to determine that it is in your best interests to register in that way or it is not feasible to do otherwise because of the nature of the applicable law or market practice) register or record legal title to your financial instruments in the name of a third party (such as a sub-custodian) or in our name, provided that: (i) if registering in the name of a third party, we are prevented from registering the financial instruments in your name or the name of a Nominee; and (ii) if registering in our name, we are prevented from registering the financial instruments in your name, the name of a Nominee or in the name of the third party. (g) Where your financial instruments are recorded in the name of a third party or in our name (rather than in the name of a Nominee), in the event of the third party’s or our default those financial instruments may not be as well protected from claims made on behalf of the creditors of the third party or us, as applicable. (h) We or our Nominee need not segregate Assets held in your custody account from assets we or our Nominee holds for another customer but we will segregate such Assets from our proprietary assets. This means that Assets held on your behalf by us may be pooled with segregated financial instruments belonging to our other clients and held in an omnibus account. Accordingly, you will not necessarily have the right to any specific financial instruments but will instead be entitled subject to any Applicable Regulations to the transfer or delivery of an amount of financial instruments of the same description and the same amount. Your interest in the Assets may not be identifiable by separate certificates, other physical documents or equivalent electronic records. However, we will or procure that a Nominee will maintain records of your interest in the Assets which have been commingled. In this situation: (i) in the event of a loss of Assets held in an omnibus account that was not made good, you may not receive your full entitlement and it is likely that you would share in the shortfall together with other clients of ours who hold securities in the omnibus account on a pro-rata basis; (ii) any distribution of entitlements to any benefits, or distribution of entitlements arising as a result of corporate action, will be allocated pro rata provided that (A) fractions of entitlements that arise as a result of this process will be rounded down to the nearest whole unit or share and (B) the accumulated amount of any undistributed entitlements arising as a result of this process will be sold and the proceeds allocated pro rata; and (iii) where there is an allocation or share issue with rights weighted towards smaller investors, your allocation may be less than it otherwise would have been. (i) Where we, our Nominee or any sub-custodian hold your Assets with those of other customers in an omnibus client account, you may be exposed to settlement risks arising from the transactions of such other clients in that financial instrument. Your Assets may be pooled with financial instruments of the same description of ours, and those of other customers, in the course of settlement, and as a result may be used by us for our own account, or for the account of other customers. You consent to your Assets being held in an omnibus client account and to the use of your Assets in this way. (j) Assets placed with a Nominee are placed at your sole risk. We do not act as a trustee and have no trust or other obligations in respect of your Assets other than those expressly provided in this Service Agreement. (k) Any Assets held by us as custodian or a Nominee shall be subject to our rights of lien and set-off as set out in this Service Agreement, and may also be subject to other similar rights or security interests of ours under other agreements between us. (l) We may grant security interests or liens over your Assets enabling a third party sub-custodian to dispose of your financial instruments in order to recover debts that relate to our clients or the provision of services to our clients, or otherwise where this is required by applicable law in a Third Country Jurisdiction in which your financial instruments are held. (m) Where your Assets are held in a jurisdiction outside the European Economic Area (a “Third Country Jurisdiction”) which require the grant of such security interests or liens there is a risk that, if we fail or are unable to make any payment due to a third party sub-custodian, your financial instruments could be applied to discharge our liability to the extent required by the relevant law. (n) Where we or a sub-custodian have appointed a securities depositary on your behalf to hold your Assets, the securities depositary may hold a security interest or lien over your financial instruments. (o) Before investing in any jurisdiction, you should independently satisfy yourself that you understand and appreciate the significance of the relevant risks, and that such an approach is suitable for you (including without limitation, jurisdictions outside the European Economic Area). (p) When your Assets are held in a Third Country Jurisdiction they may be subject to the law of that jurisdiction and to different settlement and regulatory requirements. Your rights relating to those financial instruments may differ accordingly and you may not receive the same level of protection that you would otherwise have. (q) We will direct that your Assets, when held with a third party, are identifiable separately from the assets belonging to us or to that third party, by means of differently titled accounts on the books of the third party or other equivalent measures that achieve the same level of protection. Where your Assets are held in a Third Country Jurisdiction, the applicable law of that jurisdiction may prevent us from complying with the requirements under Applicable Regulations to ensure that any client financial instruments deposited with a third party are identifiable separately from the financial instruments belonging to us and from financial instruments belonging to that third party. You should inform us if you do not wish to hold your Assets in any particular jurisdiction. (r) Where such applicable law prevents us from complying with such requirements, there is a risk that on our insolvency or that of the third party, your assets would not be separately identifiable and may therefore be available to our creditors of those of the third party. In the event that a valid order was served on the sub-custodian seeking to freeze, attach or otherwise restrict assets belonging to us, a court in such jurisdiction may treat your financial instruments as assets belonging to us and open to seizure or arrest and your beneficial interest may not be recognised or upheld. (s) If we are required to settle a delivery of Assets on your behalf but on the relevant settlement date there are, or we consider there will be, insufficient Assets available, we may (but are not obliged to), if we consider it appropriate and reasonably practicable to do so, delay settlement until such time as you have sufficient Assets available for delivery, or buy on your behalf the securities and/ or assets that are the subject of such delivery at your cost and expenses. In the case of capital calls for private equity funds, we may inform the relevant fund that you are unable to satisfy the capital call and may provide your details to the relevant fund so that they may contact you directly. (t) Any transit of Assets will be handled in accordance with our usual practice but for your account and risk. (u) Unless you instruct us otherwise: (i) we shall not be required to forward any circular, announcement, proxy, annual report, notice or other financial statement relating to the Assets we receive or to give you notice of such receipt; (ii) we shall not be required to inform you of the dates on which any shareholders’ or other meetings of the companies whose securities we hold for your account will be held, nor of the items on the agendas of such meetings, nor of any notices, proxies or proxy soliciting materials in relation to such securities; (iii) we shall not be required to attend any shareholders’ or other meetings or to take any action with respect to the Assets (including exercising any voting rights). Notwithstanding the foregoing (and in the absence of any instructions to the contrary) we may, in our sole discretion, elect to attend any such meetings or take any such action with respect to the Assets; (iv) we are not responsible for monitoring or acting upon any shareholder or other communications or offers made in respect of any Assets and we are not liable for any Loss arising directly or indirectly in consequence of any delayed transmission of communications to or from you or for any inadvertent failure to forward any such communications; and (v) we shall claim all amounts in respect of interest or dividends pertaining to the Assets in custody which are known to us to be payable. Any dividends, interest payments and other entitlements we receive in relation to the Assets will be credited to your account after deduction of any taxes, costs and fees (if any), but we shall not be responsible for claiming any other distribution or entitlement or benefit you may have on your behalf, or for taking up or exercising any conversion rights, subscription rights or other rights of any nature, dealing with take-over or other offers or capital re-organisations. We may execute in your name whenever we ▇▇▇▇ it appropriate such documents and other certificates as may be required to obtain the payment of income from the Assets or the sale thereof. (w) You authorise us, and we may (but are not obliged to) exercise the following powers (whether directly or by or through our Agents and/or Nominees) in our discretion without prior reference or notice to you: (i) to surrender any Assets against receipt of monies payable at maturity or on redemption if called prior to maturity or against other Assets delivered upon any exchange of Assets; (ii) where monies are payable in respect of any of the Assets in more than one currency, to collect them in such currency as may be permissible by Applicable Regulations and as we may in our discretion determine; (iii) where monies are payable in respect of any of the Assets in any currency, to carry out any foreign exchange transaction at our or our Agents’ prevailing rates to convert such foreign currency to the currency of the Account and to make any necessary withholding or deduction as may be required by Applicable Regulations; (iv) to sell, execute, exchange or exercise any right, benefit or option whatsoever relating to or accruing in respect of any of the Assets on your behalf in any way or manner and on such terms as we think fit in our discretion; (v) to consolidate any odd lots of securities held by you with securities of other clients in order to qualify for any rights offered in respect of a specified block of securities and at our discretion to take up, call for, receive, hold and sell any shares or rights accruing by reason of such consolidation; (vi) to purchase additional securities or sell odd lots of securities in order to qualify for or maximise the benefit of any rights, options or distribution offered or made in connection with the securities; (vii) to exchange any of the securities in interim or temporary form for securities in definitive form and (where applicable) to deliver the physical scrips to central depository or other similar system set up for the purpose of scripless trading; (viii) at our discretion, to take up, call for, receive, hold, sell, or dispose of fractional shares which may accrue from the holding of the securities for our own account and benefit; (ix) to charge you a gross commission (including any commission charged by an Agent) for any of the above services provided that we shall not be liable in any way whatsoever for any act, default, omission or failure of any Agent; (x) in the case of scripless securities, to deposit the Assets with, and hold the Assets through, any centralised securities depository, clearing house or securities depository agencies on such terms as such systems customarily operate, and to effect the purchase or sale or transfer of such securities through your account or sub-account (if any) maintained with any centralised securities depository or other similar system set up for the purpose of scripless trading; and/or (xi) to take any action as we think fit including: A. any act which we determine to be necessary to preserve the integrity of the Assets and/or to protect your interests and our interests; B. the execution of any declarations or certificates of ownership or other documents; and/or C. splitting of the shares into marketable lots to enable delivery of shares and share certificates. (x) Upon termination of these custody services, you shall arrange for the transfer of Assets from us to you or some other person designated b

Custody Services. We may provide custody services for your securities 3.1 All Investments and any other assets (“Assets”). Our other than Cash) that you deposit with us for the purposes of safe custody services involve holding Assets on your behalf will be recorded in custody. The main features of this service are set out below and we provide this service as follows: (aCustody Account(s) you hereby request and consent to us providing, as we deem fit (and without obligation), custody services to you for Assets delivered to or collected by us on your behalf and by opening any account or sub-account (whether opened in your name in our books. We shall act as custodian of such Investments and other assets in accordance with the provisions of the General Terms as supplemented by these Banking and Custody Special Terms and of the Client Securities Rules. We shall only receive Investments and other assets for safe custody which you (or on your behalf), depositing or lodging your Assets with any banking or financial institution, securities or clearing institution, depository, depository agent, custodian, sub-custodian or other entity wherever situate as agents) notify to us and we may in our absolute discretion select, including in non-EEA jurisdictions, refuse to accept any particular Investment or asset for custody. We will identify on our books Investments credited to your Custody Account(s) as belonging to you (each a “Nominee”), upon such other terms and conditions as may be approved by us, and you hereby agree to be bound thereby. (b) Please note that, except as required by lawotherwise agreed with you). We shall have the discretion to deal, any cash held in the Account is held by us as banker. You agree we think proper, with all Investments and other assets that we may pay the fees, costs, commissions and other expenses of such Nominee. (c) The Nominee keep in turn shall be entitled to appoint, without your further consent, any other person to act as sub-custodian or nominee of the Assets. Where we deposit Assets with a third party, we carry out due diligence in the selection, appointment and periodic review of the third party and of the arrangements safe custody for you for the holding and safekeeping purpose of those Assetsproviding safe custody. In particular, we take into account may hold in bearer form such Investments as are customarily held in bearer form or are delivered to us in bearer form and we may, at our discretion, hold such Investments and other assets directly or indirectly through any Subcustodian, nominee, Depositary or Clearance System (and, by accepting the expertise and market reputation of the third party as well as any legal requirements related Private Client Terms, you consent to the holding appointment of financial instruments that could adversely affect clients’ rightsany such Subcustodian, nominee, Depositary or Clearance System on such terms as may be agreed between ourselves and such person from time to time). We shall not be liable or responsible for any act or omission ofmay register Investments and other assets in your name, or any insolvency, fraud, default, negligence or dissolution of, any such sub-custodian, nominee or Nominee or any of its officers, employees, servants or agents in connection with the Assets in its custody and any Loss which you may suffer or incur arising from or in connection therewith. (d) We hold your financial instruments in custody subject to the protections provided by Applicable Regulations. This requires us to keep accurate records and accounts enabling us to distinguish your financial instruments from those held for other clients and from our own assets, to regularly reconcile our internal records and accounts and those of any third parties with whom your financial instruments are held, to take the steps outlined below when we deposit your financial instruments with third parties and to have adequate organisational requirements to minimise the risk of loss or diminution of your financial instruments. (e) All or any of the Assets will be registered and/or held in our name or in the name of our Nominee provided nominee or in the name of a Subcustodian, a Depositary or Clearance System or a nominee of any of the foregoing. To the extent permitted by applicable law, rule, regulation or market practice, we will require each Subcustodian or Depositary to identify in its own books that Investments that we hold at such Subcustodian or Depositary on behalf of our clients belong to our clients, such that it is readily apparent that the Investments do not belong to us, the Subcustodian or Depositary (as the case may delay be). When such Investments or other assets are registered in procuring the name of our nominee or a nominee controlled by any such registration or delivery of our Affiliates, then we shall accept the same level of responsibility to you for such periods nominee as we have to you. Where we hold your Investments overseas (i.e. outside Singapore), there may be settlement, legal and regulatory requirements in such overseas jurisdictions which are different from those applying in Singapore and there may be different practices for the separate identification of Investments. By accepting the Private Client Terms you agree to the registration of your Investments and other assets held overseas in our discretion think fit. We may keep all or part of the Assets under collective administration at any central depository or custodian for securities in any country. You must provide us with any necessary authority or proxies relating to the Assets. (f) We may from time to time (if the financial instruments are subject to the law or market practice of a jurisdiction outside Germany (the jurisdiction name where Deutsche Bank AG is incorporated in) and we have taken reasonable steps to determine consider that it is in your best interests to register in that way do so or where it is not feasible to do otherwise because of the nature of the applicable law law, rule, regulation, or market practice) practice in this area. We will only register your Investments or record legal title to your financial instruments other assets held overseas in the name of a nominee or other third party that is not controlled by us or by any of our Affiliates where we have taken reasonable steps to determine that it is in your best interest for us to do so or that it is not feasible to do otherwise because of the nature of applicable law, rule, regulation or market practice in this area. Where this is the case we will notify you in writing. In the event of our insolvency or default or the insolvency or default of a third party custodian or Depositary you may not recover all of your Investment or other assets. 3.2 As regards the Investments and other assets that we hold in safe custody for you, we shall follow instructions received from you in accordance with the provisions of General Term 2. Unless you otherwise instruct us in writing, we shall carry out the following without further instructions from you: 3.2.1 we shall, after becoming aware thereof, collect dividends, interest and other payments made and stock dividends, rights and similar distributions made or issued with respect to any Investment and present for payment maturing Investments, and those called for redemption, in each case net of any applicable tax or other charge withheld by the maker of such payment or distribution or by us; provided that this does not apply to any Investments which are held in bearer form; 3.2.2 subject to Special Term 3.2.3 and 3.2.4 below, we shall, provided we receive them first, forward to you those communications relating to any Investment that require discretionary action by you (including materials relating to legal proceedings intended to be transmitted to holders of the Investments in question). We shall also use reasonable efforts to notify you of any class action litigation in respect of which we actually receive information, but shall not be liable for any Liabilities arising out of our failure to identify your interest in any class action litigation; 3.2.3 unless specifically requested by you, we shall be under no obligation to forward to you any communications relating to any Investment that calls for voting or the exercise of voting rights, but may on occasion, if specifically requested by you, do so in respect of a specific action if we receive the relevant communication; 3.2.4 we shall not forward (or be under any obligation to forward) to you any communications relating to any Investment that do not require discretionary action by you; 3.2.5 we shall, after becoming aware thereof, notify you of any partial redemption of any Investment. If we or any Subcustodian or Depositary hold(s) any Investment as part of a fungible mass, we, the Subcustodian or Depositary (as the case may be) may select the Investments to participate in partial redemptions, partial payment, or other actions affecting only some of such Investments of the relevant class in any non-discriminatory manner that we, the Subcustodian or Depositary customarily use(s) to make such selection (including, in relation to Allocated Bullion or Unallocated Bullion, where you request us to make available to you a portion (but not all) of such assets then standing to the credit of your Custody Account) or to convert a portion (but not all) of a holding of Allocated Bullion into Unallocated Bullion (and vice-versa); 3.2.6 we shall sell any fractional interest in Investments (or any other benefit or entitlement arising in connection with Investments or any other asset held by us for you) which we receive as a sub-custodian) result of a dividend or rights offering of such Investments (or other assets); 3.2.7 we shall exchange Investments in our name, provided thattemporary form into definitive form; 3.2.8 we shall perform the following: (ia) if registering in the name of a third party, we are prevented from registering the financial instruments sign in your name or the name for your Account any certificate of a Nomineeownership and other certificate as may be required to obtain payment, or exercise any right, in respect of Investments; and (iib) if registering accept and open all mail directed to you and received by us; 3.2.9 at any time after the happening of an Event of Default, we or our nominees shall be entitled to exercise voting rights attaching to the Investments in such manner as we or they shall in our nameor their reasonable discretion determine (to the fullest extent permitted by applicable law). Any exercise of such voting rights by us or our nominees in accordance with your instructions, notwithstanding that an Event of Default has occurred, shall be without prejudice to our right or the right of our nominees to exercise all or any of such voting rights on any future occasion or occasions in such manner as we or our nominees shall in our or their reasonable discretion think fit; and 3.2.10 with respect to any corporate event not listed in Special Terms 3.2.1 to 3.2.9 inclusive above (including, but not limited to, any actual or proposed takeover, offer, sale, merger, scheme, compromise, arrangement, bankruptcy, insolvency, administrative proceedings or judicial management affecting or in relation to any Investment or the issuer of any Investment or in relation to any rights for conversion, transfer or exchange of Investments), we shall, after becoming aware thereof, (in the absence of an instruction from you in due time) take or not take any action as we, in our reasonable discretion, may consider appropriate under the circumstances, provided that we shall not be obliged to take any action with respect to any such corporate event, or any legal proceedings involving holders of Investments. This is without prejudice to our rights (in any relevant capacity) under any Security Agreement. 3.3 You understand and acknowledge that notices of corporate actions and class actions dispatched to you may have been obtained from sources which we do not control and may have been translated or summarised. We do not provide a service of verification of the information contained in such notices nor the faithfulness of any translation or summary and therefore have no duty to do so, do not guarantee the accuracy, completeness or timeliness of any such information, and shall not be liable to you for any loss that may result from you relying on such notice. 3.4 You shall pay punctually all calls, instalments and other payments that may become due in respect of the Investments. ‘ We shall be under no obligation to make payment for, or in respect of, any Investment if insufficient Cash is held by us for your account. If we decide to expend any sum to make any payment for or in respect of your Investments, such sum will be debited to your Cash Account (or such of your Cash Accounts as we may in our sole discretion nominate) under an Overdraft pursuant to Special Term 8 below, provided that if you have entered into any other financing arrangement with us for the purposes of purchasing Investments, the terms and conditions of such arrangements shall apply, where available. 3.5 In some securities and commodities markets and cash clearing systems, deliveries of Investments and payments may be reversed under certain circumstances. Accordingly, credits of Investments to a Custody Account and credits to any Cash Account or any Time Deposit Account are provisional and subject to reversal if, in accordance with relevant local law, rule, regulation and/or market practice, the delivery of the Investment or the payment giving rise to the credit is reversed. In the case of Allocated Bullion or Unallocated Bullion, this includes where we have credited a deposit made to your Custody Account and on receipt by us of the Precious Metal we determine that it does not comply with the Rules or that it is not the weight required by the Rules for the amount of the relevant Precious Metal which you notified to us for deposit. Notwithstanding the foregoing, we are prevented from registering the financial instruments in under no obligation to weigh and/or assay any of your namePrecious Metal. 3.6 You authorise us to (but we shall not be obliged to) hold for you all Investments of any issue (including, the name of where applicable, through a Nominee Subcustodian or in the name a Depositary) on a fungible basis with all other Investments of the third party. (g) Where same issue which have been deposited with us by other private banking clients under the Banking and Custody Special Terms. To the extent we do commingle your financial instruments are recorded in the name Investments with those of a third party or in our name (rather than in the name of a Nominee), in the event of the third party’s or our default those financial instruments may not be as well protected from claims made on behalf of the creditors of the third party or us, as applicable. (h) We or our Nominee need not segregate Assets held in your custody account from assets we or our Nominee holds for another customer but we will segregate such Assets from our proprietary assets. This means that Assets held on your behalf by us may be pooled with segregated financial instruments belonging to our other clients and held in an omnibus account. Accordinglyhold Investments on a fungible basis for you, you will not necessarily have the right to any specific financial instruments but will instead be entitled subject to any Applicable Regulations to the transfer or delivery of an amount of financial instruments of the same description acknowledge and the same amount. Your agree that your interest in the Assets Investments may not be identifiable by separate certificates, or other physical documents or equivalent electronic records. Howeverrecords and you shall inter alia have no right to any specific Investment of an issue but will instead be entitled, we will subject to applicable laws and regulations and the General Terms as supplemented by these Banking and Custody Special Terms, to transfer, to deliver or procure that a Nominee will maintain to repossess from us an amount of Investments of such issue equivalent to the amount of such Investments credited to your Account with us, without regard to the certificate numbers (or other identifying information) of the Investments originally deposited, and our obligation to you with respect to such Investments shall be limited to maintaining records of your interest interests in the Assets which have been commingledsuch Investments and effecting such transfer, delivery or repossession. In this situation: particular, you acknowledge and agree that any losses due to a shortfall (i) including in the event of a loss the insolvency of Assets held the Custodian or Depositary) and any benefits accruing in an omnibus account that was not made good, you may not receive your full entitlement and it is likely that you would share in relation to the shortfall together with other clients of ours who hold securities in the omnibus account pooled assets are shared on a pro-rata basis; (ii) any distribution of entitlements to any benefits, or distribution of entitlements arising as a result of corporate action, will be allocated pro rata provided that (A) fractions of entitlements that arise as a result of this process will be rounded down to the nearest whole unit or share basis between you and (B) the accumulated amount of any undistributed entitlements arising as a result of this process will be sold and the proceeds allocated pro rata; and (iii) where there is an allocation or share issue with rights weighted towards smaller investors, your allocation may be less than it otherwise would have beenour other clients. 3.7 We shall apply any money (iless any applicable tax and brokerage and other proper charges and costs) Where we, our Nominee or any sub-custodian hold your Assets with those of other customers in an omnibus client account, you may be exposed to settlement risks arising from the transactions of such other clients in that financial instrument. Your Assets may be pooled with financial instruments of the same description of ours, and those of other customers, in the course of settlement, and as a result may be used by us for our own account, or for the account of other customers. You consent to your Assets being held in an omnibus client account and to the use of your Assets in this way. (j) Assets placed with a Nominee are placed at your sole risk. We do not act as a trustee and have no trust or other obligations we receive in respect of your Assets the Investments and any other than those expressly provided in this Service Agreement. (k) Any Assets held by us as custodian or a Nominee shall be subject to our rights of lien and set-off as set out in this Service Agreement, and may also be subject to other similar rights or security interests of ours under other agreements between us. (l) We may grant security interests or liens over your Assets enabling a third party sub-custodian to dispose of your financial instruments in order to recover debts asset that relate to our clients or the provision of services to our clients, or otherwise where this is required by applicable law in a Third Country Jurisdiction in which your financial instruments are held. (m) Where your Assets are held in a jurisdiction outside the European Economic Area (a “Third Country Jurisdiction”) which require the grant of such security interests or liens there is a risk that, if we fail or are unable to make any payment due to a third party sub-custodian, your financial instruments could be applied to discharge our liability to the extent required by the relevant law. (n) Where we or a sub-custodian have appointed a securities depositary on your behalf to hold your Assets, the securities depositary may hold a security interest or lien over your financial instruments. (o) Before investing in any jurisdiction, you should independently satisfy yourself that you understand and appreciate the significance of the relevant risks, and that such an approach is suitable for you (including without limitation, jurisdictions outside the European Economic Area). (p) When your Assets are held or any transaction or operation in a Third Country Jurisdiction they may be subject to the law of that jurisdiction and to different settlement and regulatory requirements. Your rights relating to those financial instruments may differ accordingly and you may not receive the same level of protection that you would otherwise have. (q) We will direct that your Assets, when held with a third party, are identifiable separately from the assets belonging to us or to that third party, by means of differently titled accounts on the books of the third party or other equivalent measures that achieve the same level of protection. Where your Assets are held in a Third Country Jurisdiction, the applicable law of that jurisdiction may prevent us from complying with the requirements under Applicable Regulations to ensure that any client financial instruments deposited with a third party are identifiable separately from the financial instruments belonging to us and from financial instruments belonging to that third party. You should inform us if you do not wish to hold your Assets in any particular jurisdiction. (r) Where such applicable law prevents us from complying with such requirements, there is a risk that on our insolvency or that of the third party, your assets would not be separately identifiable and may therefore be available to our creditors of those of the third party. In the event that a valid order was served on the sub-custodian seeking to freeze, attach or otherwise restrict assets belonging to us, a court in such jurisdiction may treat your financial instruments as assets belonging to us and open to seizure or arrest and your beneficial interest may not be recognised or upheld. (s) If we are required to settle a delivery of Assets on your behalf but on the relevant settlement date there are, or we consider there will be, insufficient Assets available, we may (but are not obliged to), if we consider it appropriate and reasonably practicable to do so, delay settlement until such time as you have sufficient Assets available for delivery, or buy on your behalf the securities and/ or assets that are the subject of such delivery at your cost and expenses. In the case of capital calls for private equity funds, we may inform the relevant fund that you are unable to satisfy the capital call and may provide your details to the relevant fund so that they may contact you directly. (t) Any transit of Assets will be handled respect thereof in accordance with our usual practice but for your account and risk. (u) Unless you instruct us otherwise: (i) we shall not be required to forward any circularprior written instructions or, announcement, proxy, annual report, notice or other financial statement relating to the Assets we receive or to give you notice of such receipt; (ii) we shall not be required to inform you of the dates on which any shareholders’ or other meetings of the companies whose securities we hold for your account will be held, nor of the items on the agendas of such meetings, nor of any notices, proxies or proxy soliciting materials in relation to such securities; (iii) we shall not be required to attend any shareholders’ or other meetings or to take any action with respect to the Assets (including exercising any voting rights). Notwithstanding the foregoing (and in the absence of any instructions to the contrary) such instructions, we may, in our sole discretion, elect to attend shall credit any such meetings money to your appropriate Cash Account. 3.8 You authorise us to execute off exchange any trade on Investments and acknowledge that we or take any other member of JPMorgan may act as counterparty in trades executed off exchange. 3.9 If we receive any information in relation to your Investments or other assets where the handling of such action information is not covered elsewhere in the General Terms or these Banking and Custody Special Terms, we will have no obligation to forward such information to you. 3.10 We do not custodise private equity holdings. Such holdings are held in your own name. As a matter of administrative convenience, we will show such holdings on your statement by arrangement with respect to the Assets; (iv) private equity fund. However, we are not responsible for monitoring such holdings and the custody provisions hereof do not apply. 3.11 We may provide certain services under the Banking and Custody Special Terms through third parties, which may be an Affiliate of one of us or acting upon any shareholder or other communications or offers made in respect a member of any Assets and we are not liable for any Loss arising directly or indirectly in consequence of any delayed transmission of communications to or from you or for any inadvertent failure to forward any such communications; and (v) we shall claim all amounts in respect of interest or dividends pertaining to the Assets in custody which are known to us to be payableJPMorgan. Any dividends, interest payments and other entitlements we receive in relation to the Assets We will be credited to your account after deduction of any taxes, costs and fees (if any), but we shall not be responsible for claiming any loss as a result of a failure by any broker or any other distribution or entitlement or benefit you third party that we select and retain using reasonable care to provide ancillary services that we may have on your behalfnot customarily provide ourselves, or including without limitation, delivery services and providers of information regarding matters such as pricing, proxy voting, corporate action and class action litigation. Nevertheless, we will be liable for taking up or exercising any conversion rights, subscription rights or other rights the performance of any nature, dealing with take-over or other offers or capital re-organisations. We may execute in your name whenever such broker that we ▇▇▇▇ it appropriate such documents and other certificates as may be required select that is our Affiliate to obtain the payment of income from the Assets or the sale thereof. (w) You authorise us, and we may (but are not obliged to) exercise the following powers (whether directly or by or through our Agents and/or Nominees) in our discretion without prior reference or notice to you: (i) to surrender any Assets against receipt of monies payable at maturity or on redemption if called prior to maturity or against other Assets delivered upon any exchange of Assets; (ii) where monies are payable in respect of any of the Assets in more than one currency, to collect them in such currency as may be permissible by Applicable Regulations and same extent as we may in our discretion determine; (iii) where monies are payable in respect of any of the Assets in any currency, to carry out any foreign exchange transaction at our or our Agents’ prevailing rates to convert would have been liable if we perform such foreign currency to the currency of the Account and to make any necessary withholding or deduction as may be required by Applicable Regulations; (iv) to sell, execute, exchange or exercise any right, benefit or option whatsoever relating to or accruing in respect of any of the Assets on your behalf in any way or manner and on such terms as we think fit in our discretion; (v) to consolidate any odd lots of securities held by you with securities of other clients in order to qualify for any rights offered in respect of a specified block of securities and at our discretion to take up, call for, receive, hold and sell any shares or rights accruing by reason of such consolidation; (vi) to purchase additional securities or sell odd lots of securities in order to qualify for or maximise the benefit of any rights, options or distribution offered or made in connection with the securities; (vii) to exchange any of the securities in interim or temporary form for securities in definitive form and (where applicable) to deliver the physical scrips to central depository or other similar system set up for the purpose of scripless trading; (viii) at our discretion, to take up, call for, receive, hold, sell, or dispose of fractional shares which may accrue from the holding of the securities for our own account and benefit; (ix) to charge you a gross commission (including any commission charged by an Agent) for any of the above services provided that we shall not be liable in any way whatsoever for any act, default, omission or failure of any Agent; (x) in the case of scripless securities, to deposit the Assets with, and hold the Assets through, any centralised securities depository, clearing house or securities depository agencies on such terms as such systems customarily operate, and to effect the purchase or sale or transfer of such securities through your account or sub-account (if any) maintained with any centralised securities depository or other similar system set up for the purpose of scripless trading; and/or (xi) to take any action as we think fit including: A. any act which we determine to be necessary to preserve the integrity of the Assets and/or to protect your interests and our interests; B. the execution of any declarations or certificates of ownership or other documents; and/or C. splitting of the shares into marketable lots to enable delivery of shares and share certificatesourselves. (x) Upon termination of these custody services, you shall arrange for the transfer of Assets from us to you or some other person designated b

Custody Services. We may provide custody services for your securities and assets (“Assets”). Our custody services involve holding Assets on your behalf in custody. The main features of this service are set out below and we provide this service as follows: (a) you hereby request and consent to us providing, as we deem fit (and without obligation), custody services to you for Assets delivered to or collected by us on your behalf and by opening any account or sub-account (whether in your name or on your behalf), depositing or lodging your Assets with any banking or financial institution, securities or clearing institution, depository, depository agent, custodian, sub-custodian or other entity wherever situate as we may in our absolute discretion select, including in non-EEA jurisdictions, (each a “Nominee”), upon such other terms and conditions as may be approved by us, and you hereby agree to be bound thereby. (b) Please note that, except as required by law, any cash held in the Account is held by us as banker. You agree that we may pay the fees, costs, commissions and other expenses of such Nominee. (c) The Nominee in turn shall be entitled to appoint, without your further consent, any other person to act as sub-custodian or nominee of the Assets. Where we deposit Assets with a third party, we carry out due diligence in the selection, appointment and periodic review of the third party and of the arrangements for the holding and safekeeping of those Assets. In particular, we take into account the expertise and market reputation of the third party as well as any legal requirements related to the holding of financial instruments that could adversely affect clients’ rights. We shall not be liable or responsible for any act or omission of, or any insolvency, fraud, default, negligence or dissolution of, any such sub-custodian, nominee or Nominee or any of its officers, employees, servants or agents in connection with the Assets in its custody and any Loss which you may suffer or incur arising from or in connection therewith. (d) We hold your financial instruments in custody subject to the protections provided by Applicable Regulations. This requires us to keep accurate records and accounts enabling us to distinguish your financial instruments from those held for other clients and from our own assets, to regularly reconcile our internal records and accounts and those of any third parties with whom your financial instruments are held, to take the steps outlined below when we deposit your financial instruments with third parties and to have adequate organisational requirements to minimise the risk of loss or diminution of your financial instruments. (e) All or any of the Assets will be registered and/or held in our name or the name of our Nominee provided that we may delay in procuring any such registration or delivery for such periods as we in our discretion think fit. We may keep all or part of the Assets under collective administration at any central depository or custodian for securities in any country. You must provide us with any necessary authority or proxies relating to the Assets. (f) We may from time to time (if the financial instruments are subject to the law or market practice of a jurisdiction outside Germany (the jurisdiction where Deutsche Bank AG is incorporated in) and we have taken reasonable steps to determine that it is in your best interests to register in that way or it is not feasible to do otherwise because of the nature of the applicable law or market practice) register or record legal title to your financial instruments in the name of a third party (such as a sub-custodian) or in our name, provided that: (i) if registering in the name of a third party, we are prevented from registering the financial instruments in your name or the name of a Nominee; and (ii) if registering in our name, we are prevented from registering the financial instruments in your name, the name of a Nominee or in the name of the third party. (g) Where your financial instruments are recorded in the name of a third party or in our name (rather than in the name of a Nominee), in the event of the third party’s or our default those financial instruments may not be as well protected from claims made on behalf of the creditors of the third party or us, as applicable. (h) We or our Nominee need not segregate Assets held in your custody account from assets we or our Nominee holds for another customer but we will segregate such Assets from our proprietary assets. This means that Assets held on your behalf by us may be pooled with segregated financial instruments belonging to our other clients and held in an omnibus account. Accordingly, you will not necessarily have the right to any specific financial instruments but will instead be entitled subject to any Applicable Regulations to the transfer or delivery of an amount of financial instruments of the same description and the same amount. Your interest in the Assets may not be identifiable by separate certificates, other physical documents or equivalent electronic records. However, we will or procure that a Nominee will maintain records of your interest in the Assets which have been commingled. In this situation: (i) in the event of a loss of Assets held in an omnibus account that was not made good, you may not receive your full entitlement and it is likely that you would share in the shortfall together with other clients of ours who hold securities in the omnibus account on a pro-rata basis; (ii) any distribution of entitlements to any benefits, or distribution of entitlements arising as a result of corporate action, will be allocated pro rata provided that (A) fractions of entitlements that arise as a result of this process will be rounded down to the nearest whole unit or share and (B) the accumulated amount of any undistributed entitlements arising as a result of this process will be sold and the proceeds allocated pro rata; and (iii) where there is an allocation or share issue with rights weighted towards smaller investors, your allocation may be less than it otherwise would have been. (i) Where we, our Nominee or any sub-custodian hold your Assets with those of other customers in an omnibus client account, you may be exposed to settlement risks arising from the transactions of such other clients in that financial instrument. Your Assets may be pooled with financial instruments of the same description of ours, and those of other customers, in the course of settlement, and as a result may be used by us for our own account, or for the account of other customers. You consent to your Assets being held in an omnibus client account and to the use of your Assets in this way. (j) Assets placed with a Nominee are placed at your sole risk. We do not act as a trustee and have no trust or other obligations in respect of your Assets other than those expressly provided in this Service Agreement. (k) Any Assets held by us as custodian or a Nominee shall be subject to our rights of lien and set-off as set out in this Service Agreement, and may also be subject to other similar rights or security interests of ours under other agreements between us. (l) We may grant security interests or liens over your Assets enabling a third party sub-custodian to dispose of your financial instruments in order to recover debts that relate to our clients or the provision of services to our clients, or otherwise where this is required by applicable law in a Third Country Jurisdiction in which your financial instruments are held. (m) Where your Assets are held in a jurisdiction outside the European Economic Area (a “Third Country Jurisdiction”) which require the grant of such security interests or liens there is a risk that, if we fail or are unable to make any payment due to a third party sub-custodian, your financial instruments could be applied to discharge our liability to the extent required by the relevant law. (n) Where we or a sub-custodian have appointed a securities depositary on your behalf to hold your Assets, the securities depositary may hold a security interest or lien over your financial instruments. (o) Before investing in any jurisdiction, you should independently satisfy yourself that you understand and appreciate the significance of the relevant risks, and that such an approach is suitable for you (including without limitation, jurisdictions outside the European Economic Area). (p) When your Assets are held in a Third Country Jurisdiction they may be subject to the law of that jurisdiction and to different settlement and regulatory requirements. Your rights relating to those financial instruments may differ accordingly and you may not receive the same level of protection that you would otherwise have. (q) We will direct that your Assets, when held with a third party, are identifiable separately from the assets belonging to us or to that third party, by means of differently titled accounts on the books of the third party or other equivalent measures that achieve the same level of protection. Where your Assets are held in a Third Country Jurisdiction, the applicable law of that jurisdiction may prevent us from complying with the requirements under Applicable Regulations to ensure that any client financial instruments deposited with a third party are identifiable separately from the financial instruments belonging to us and from financial instruments belonging to that third party. You should inform us if you do not wish to hold your Assets in any particular jurisdiction. (r) Where such applicable law prevents us from complying with such requirements, there is a risk that on our insolvency or that of the third party, your assets would not be separately identifiable and may therefore be available to our creditors of those of the third party. In the event that a valid order was served on the sub-custodian seeking to freeze, attach or otherwise restrict assets belonging to us, a court in such jurisdiction may treat your financial instruments as assets belonging to us and open to seizure or arrest and your beneficial interest may not be recognised or upheld. (s) If we are required to settle a delivery of Assets on your behalf but on the relevant settlement date there are, or we consider there will be, insufficient Assets available, we may (but are not obliged to)may, if we consider it appropriate and reasonably practicable to do so, delay settlement until such time as you have sufficient Assets available for delivery, or buy on your behalf the securities and/ or assets that are the subject of such delivery at your cost and expenses. In the case of capital calls for private equity funds, we may inform the relevant fund that you are unable to satisfy the capital call and may provide your details to the relevant fund so that they may contact you directly. (t) Any transit of Assets will be handled in accordance with our usual practice but for your account and risk. (u) Unless you instruct us otherwise: (i) we shall not be required to forward any circular, announcement, proxy, annual report, notice or other financial statement relating to the Assets we receive or to give you notice of such receipt; (ii) we shall not be required to inform you of the dates on which any shareholders’ or other meetings of the companies whose securities we hold for your account will be held, nor of the items on the agendas of such meetings, nor of any notices, proxies or proxy soliciting materials in relation to such securities; (iii) we shall not be required to attend any shareholders’ or other meetings or to take any action with respect to the Assets (including exercising any voting rights). Notwithstanding the foregoing (and in the absence of any instructions to the contrary) we may, in our sole discretion, elect to attend any such meetings or take any such action with respect to the Assets; (iv) we are not responsible for monitoring or acting upon any shareholder or other communications or offers made in respect of any Assets and we are not liable for any Loss arising directly or indirectly in consequence of any delayed transmission of communications to or from you or for any inadvertent failure to forward any such communications; and (v) we shall claim all amounts in respect of interest or dividends pertaining to the Assets in custody which are known to us to be payable. Any dividends, interest payments and other entitlements we receive in relation to the Assets will be credited to your account after deduction of any taxes, costs and fees (if any), but we shall not be responsible for claiming any other distribution or entitlement or benefit you may have on your behalf, or for taking up or exercising any conversion rights, subscription rights or other rights of any nature, dealing with take-over or other offers or capital re-organisations. We may execute in your name whenever we ▇▇▇▇ it appropriate such documents and other certificates as may be required to obtain the payment of income from the Assets or the sale thereof. (w) You authorise us, and we may (but are not obliged to) exercise the following powers (whether directly or by or through our Agents and/or Nominees) in our discretion without prior reference or notice to you: (i) to surrender any Assets against receipt of monies payable at maturity or on redemption if called prior to maturity or against other Assets delivered upon any exchange of Assets; (ii) where monies are payable in respect of any of the Assets in more than one currency, to collect them in such currency as may be permissible by Applicable Regulations and as we may in our discretion determine; (iii) where monies are payable in respect of any of the Assets in any currency, to carry out any foreign exchange transaction at our or our Agents’ prevailing rates to convert such foreign currency to the currency of the Account and to make any necessary withholding or deduction as may be required by Applicable Regulations; (iv) to sell, execute, exchange or exercise any right, benefit or option whatsoever relating to or accruing in respect of any of the Assets on your behalf in any way or manner and on such terms as we think fit in our discretion; (v) to consolidate any odd lots of securities held by you with securities of other clients in order to qualify for any rights offered in respect of a specified block of securities and at our discretion to take up, call for, receive, hold and sell any shares or rights accruing by reason of such consolidation; (vi) to purchase additional securities or sell odd lots of securities in order to qualify for or maximise the benefit of any rights, options or distribution offered or made in connection with the securities; (vii) to exchange any of the securities in interim or temporary form for securities in definitive form and (where applicable) to deliver the physical scrips to central depository or other similar system set up for the purpose of scripless trading; (viii) at our discretion, to take up, call for, receive, hold, sell, or dispose of fractional shares which may accrue from the holding of the securities for our own account and benefit; (ix) to charge you a gross commission (including any commission charged by an Agent) for any of the above services provided that we shall not be liable in any way whatsoever for any act, default, omission or failure of any Agent; (x) in the case of scripless securities, to deposit the Assets with, and hold the Assets through, any centralised securities depository, clearing house or securities depository agencies on such terms as such systems customarily operate, and to effect the purchase or sale or transfer of such securities through your account or sub-account (if any) maintained with any centralised securities depository or other similar system set up for the purpose of scripless trading; and/or (xi) to take any action as we think fit including: A. any act which we determine to be necessary to preserve the integrity of the Assets and/or to protect your interests and our interests; B. the execution of any declarations or certificates of ownership or other documents; and/or C. splitting of the shares into marketable lots to enable delivery of shares and share certificates. (x) Upon termination of these custody services, you shall arrange for the transfer of Assets from us to you or some other person designated bby you in writing. If you fail to complete such arrangements, we (at your cost) may transfer or redeem all of your Assets held in such manner a

Custody Services. We may provide custody services for your securities and assets (“Assets”). Our custody services involve holding Assets on your behalf in custody. The main features of this service are set out below and we provide this service as follows: (a) you hereby request and consent to us providing, as we deem fit (and without obligation), custody services to you for Assets delivered to or collected by us on your behalf and by opening any account or sub-account (whether in your name or on your behalf), depositing or lodging your Assets with any banking or financial institution, securities or clearing institution, depository, depository agent, custodian, sub-custodian or other entity wherever situate as we may in our absolute discretion select, including in non-EEA jurisdictions, (each a “Nominee”), upon such other terms and conditions as may be approved by us, and you hereby agree to be bound thereby. (b) Please note that, except as required by law, any cash held in the Account is held by us as banker. You agree that we may pay the fees, costs, commissions and other expenses of such Nominee. (c) The Nominee in turn shall be entitled to appoint, without your further consent, any other person to act as sub-custodian or nominee of the Assets. Where we deposit Assets with a third party, we carry out due diligence in the selection, appointment and periodic review of the third party and of the arrangements for the holding and safekeeping of those Assets. In particular, we take into account the expertise and market reputation of the third party as well as any legal requirements related to the holding of financial instruments that could adversely affect clients’ rights. We shall not be liable or responsible for any act or omission of, or any insolvency, fraud, default, negligence or dissolution of, any such sub-custodian, nominee or Nominee or any of its officers, employees, servants or agents in connection with the Assets in its custody and any Loss which you may suffer or incur arising from or in connection therewith. (d) We hold your financial instruments in custody subject to the protections provided by Applicable Regulations. This requires us to keep accurate records and accounts enabling us to distinguish your financial instruments from those held for other clients and from our own assets, to regularly reconcile our internal records and accounts and those of any third parties with whom your financial instruments are held, to take the steps outlined below when we deposit your financial instruments with third parties and to have adequate organisational requirements to minimise the risk of loss or diminution of your financial instruments. (e) All or any of the Assets will be registered and/or and or held in our name or the name of our Nominee provided that we may delay in procuring any such registration or delivery for such periods as we in our discretion think fit. We may keep all or part of the Assets under collective administration at any central depository or custodian for securities in any country. You must provide us with any necessary authority or proxies relating to the Assets. (f) We may from time to time (if the financial instruments are subject to the law or market practice of a jurisdiction outside Germany (the jurisdiction where Deutsche Bank AG is incorporated in) and we have taken reasonable steps to determine that it is in your best interests to register in that way or it is not feasible to do otherwise because of the nature of the applicable law or market practice) register or record legal title to your financial instruments in the name of a third party (such as a sub-custodian) or in our name, provided that: (i) if registering in the name of a third party, we are prevented from registering the financial instruments in your name or the name of a Nominee; and (ii) if registering in our name, we are prevented from registering the financial instruments in your name, the name of a Nominee or in the name of the third party. (g) Where your financial instruments are recorded in the name of a third party or in our name (rather than in the name of a Nominee), in the event of the third party’s or our default those financial instruments may not be as well protected from claims made on behalf of the creditors of the third party or us, as applicable. (h) We or our Nominee need not segregate Assets held in your custody account from assets we or our Nominee holds for another customer but we will segregate such Assets from our proprietary assets. This means that Assets held on your behalf by us may be pooled with segregated financial instruments belonging to our other clients and held in an omnibus account. Accordingly, you will not necessarily have the right to any specific financial instruments but will instead be entitled subject to any Applicable Regulations to the transfer or delivery of an amount of financial instruments of the same description and the same amount. Your interest in the Assets may not be identifiable by separate certificates, other physical documents or equivalent electronic records. However, we will or procure that a Nominee will maintain records of your interest in the Assets which have been commingled. In this situation: (i) in the event of a loss of Assets held in an omnibus account that was not made good, you may not receive your full entitlement and it is likely that you would share in the shortfall together with other clients of ours who hold securities in the omnibus account on a pro-rata basis; (ii) any distribution of entitlements to any benefits, or distribution of entitlements arising as a result of corporate action, will be allocated pro rata provided that (A) fractions of entitlements that arise as a result of this process will be rounded down to the nearest whole unit or share and (B) the accumulated amount of any undistributed entitlements arising as a result of this process will be sold and the proceeds allocated pro rata; and (iii) where there is an allocation or share issue with rights weighted towards smaller investors, your allocation may be less than it otherwise would have been. (i) Where we, our Nominee or any sub-custodian hold your Assets with those of other customers in an omnibus client account, you may be exposed to settlement risks arising from the transactions of such other clients in that financial instrument. Your Assets may be pooled with financial instruments of the same description of ours, and those of other customers, in the course of settlement, and as a result may be used by us for our own account, or for the account of other customers. You consent to your Assets being held in an omnibus client account and to the use of your Assets in this way. (j) Assets placed with a Nominee are placed at your sole risk. We do not act as a trustee and have no trust or other obligations in respect of your Assets other than those expressly provided in this Service Agreement. (k) Any Assets held by us as custodian or a Nominee shall be subject to our rights of lien and set-off as set out in this Service Agreement, and may also be subject to other similar rights or security interests of ours under other agreements between us. (l) We may grant security interests or liens over your Assets enabling a third party sub-custodian to dispose of your financial instruments in order to recover debts that relate to our clients or the provision of services to our clients, or otherwise where this is required by applicable law in a Third Country Jurisdiction in which your financial instruments are held. (m) Where your Assets are held in a jurisdiction outside the European Economic Area (a “Third Country Jurisdiction”) which require the grant of such security interests or liens there is a risk that, if we fail or are unable to make any payment due to a third party sub-custodian, your financial instruments could be applied to discharge our liability to the extent required by the relevant law. (n) Where we or a sub-custodian have appointed a securities depositary on your behalf to hold your Assets, the securities depositary may hold a security interest or lien over your financial instruments. (o) Before investing in any jurisdiction, you should independently satisfy yourself that you understand and appreciate the significance of the relevant risks, and that such an approach is suitable for you (including without limitation, jurisdictions outside the European Economic Area). (p) When your Assets are held in a Third Country Jurisdiction they may be subject to the law of that jurisdiction and to different settlement and regulatory requirements. Your rights relating to those financial instruments may differ accordingly and you may not receive the same level of protection that you would otherwise have. (q) We will direct that your Assets, when held with a third party, are identifiable separately from the assets belonging to us or to that third party, by means of differently titled accounts on the books of the third party or other equivalent measures that achieve the same level of protection. Where your Assets are held in a Third Country Jurisdiction, the applicable law of that jurisdiction may prevent us from complying with the requirements under Applicable Regulations to ensure that any client financial instruments deposited with a third party are identifiable separately from the financial instruments belonging to us and from financial instruments belonging to that third party. You should inform us if you do not wish to hold your Assets in any particular jurisdiction. (r) Where such applicable law prevents us from complying with such requirements, there is a risk that on our insolvency or that of the third party, your assets would not be separately identifiable and may therefore be available to our creditors of those of the third party. In the event that a valid order was served on the sub-custodian seeking to freeze, attach or otherwise restrict assets belonging to us, a court in such jurisdiction may treat your financial instruments as assets belonging to us and open to seizure or arrest and your beneficial interest may not be recognised or upheld. (s) If we are required to settle a delivery of Assets on your behalf but on the relevant settlement date there are, or we consider there will be, insufficient Assets available, we may (but are not obliged to)may, if we consider it appropriate and reasonably practicable to do so, delay settlement until such time as you have sufficient Assets available for delivery, or buy on your behalf the securities and/ or assets that are the subject of such delivery at your cost and expenses. In the case of capital calls for private equity funds, we may inform the relevant fund that you are unable to satisfy the capital call and may provide your details to the relevant fund so that they may contact you directly. (t) Any transit of Assets will be handled in accordance with our usual practice but for your account and risk. (u) Unless you instruct us otherwise: (i) we shall not be required to forward any circular, announcement, proxy, annual report, notice or other financial statement relating to the Assets we receive or to give you notice of such receipt; (ii) we shall not be required to inform you of the dates on which any shareholders’ or other meetings of the companies whose securities we hold for your account will be held, nor of the items on the agendas of such meetings, nor of any notices, proxies or proxy soliciting materials in relation to such securities; (iii) we We shall not be required to attend any shareholders’ or other meetings or to take any action with respect to the Assets (including exercising any voting rights). Notwithstanding the foregoing (and in the absence of any instructions to the contrary) we may, in our sole discretion, elect to attend any such meetings or take any such action with respect to the Assets;; and (iv) we are not responsible for monitoring or acting upon any shareholder or other communications or offers made in respect of any Assets and we are not liable for any Loss arising directly or indirectly in consequence of any delayed transmission of communications to or from you or for any inadvertent failure to forward any such communications; and. (v) we We shall claim all amounts in respect of interest or dividends pertaining to the Assets in custody which are known to us to be payable. Any dividends, interest payments and other entitlements we receive in relation to the Assets will be credited to your account after deduction of any taxes, costs and fees (if any), but we shall not be responsible for claiming any other distribution or entitlement or benefit you may have on your behalf, or for taking up or exercising any conversion rights, subscription rights or other rights of any nature, dealing with take-over or other offers or capital re-organisations. We may execute in your name whenever we ▇▇▇▇ it appropriate such documents and other certificates as may be required to obtain the payment of income from the Assets or the sale thereof. (w) You authorise us, and we may (but are not obliged to) exercise the following powers (whether directly or by or through our Agents and/or Nominees) in our discretion without prior reference or notice to you: (i) to surrender any Assets against receipt of monies payable at maturity or on redemption if called prior to maturity or against other Assets delivered upon any exchange of Assets; (ii) where monies are payable in respect of any of the Assets in more than one currency, to collect them in such currency as may be permissible by Applicable Regulations and as we may in our discretion determine; (iii) where monies are payable in respect of any of the Assets in any currency, to carry out any foreign exchange transaction at our or our Agents’ prevailing rates to convert such foreign currency to the currency of the Account and to make any necessary withholding or deduction as may be required by Applicable Regulations; (iv) to sell, execute, exchange or exercise any right, benefit or option whatsoever relating to or accruing in respect of any of the Assets on your behalf in any way or manner and on such terms as we think fit in our discretion; (v) to consolidate any odd lots of securities held by you with securities of other clients in order to qualify for any rights offered in respect of a specified block of securities and at our discretion to take up, call for, receive, hold and sell any shares or rights accruing by reason of such consolidation; (vi) to purchase additional securities or sell odd lots of securities in order to qualify for or maximise the benefit of any rights, options or distribution offered or made in connection with the securities; (vii) to exchange any of the securities in interim or temporary form for securities in definitive form and (where applicable) to deliver the physical scrips to central depository or other similar system set up for the purpose of scripless trading; (viii) at our discretion, to take up, call for, receive, hold, sell, or dispose of fractional shares which may accrue from the holding of the securities for our own account and benefit; (ix) to charge you a gross commission (including any commission charged by an Agent) for any of the above services provided that we shall not be liable in any way whatsoever for any act, default, omission or failure of any Agent; (x) in the case of scripless securities, to deposit the Assets with, and hold the Assets through, any centralised securities depository, clearing house or securities depository agencies on such terms as such systems customarily operate, and to effect the purchase or sale or transfer of such securities through your account or sub-account (if any) maintained with any centralised securities depository or other similar system set up for the purpose of scripless trading; and/or (xi) to take any action as we think fit including: A. any act which we determine to be necessary to preserve the integrity of the Assets and/or to protect your interests and our interests; B. the execution of any declarations or certificates of ownership or other documents; and/or C. splitting of the shares into marketable lots to enable delivery of shares and share certificates. (x) Upon termination of these custody services, you shall arrange for the transfer of Assets from us to you or some other person designated bby you in writing. If you fail to complete such arrangements, we (at your cost) may transfer or redeem all of your Assets held in such manner a

Custody Services. We may provide You agree and understand that your acceptance of this User Agreement is considered to be your acceptance of using custody services for your securities and assets (“Assets”). Our custody services involve holding Assets on your behalf in custody. The main features of this service are set out below and we provide this service as follows: (a) you hereby request and consent provided by the Custodian pursuant to us providing, as we deem fit (and without obligation), custody services to you for Assets delivered to or collected by us on your behalf and by opening any account or sub-account (whether in your name or on your behalf), depositing or lodging your Assets with any banking or financial institution, securities or clearing institution, depository, depository agent, custodian, sub-custodian or other entity wherever situate as we may in our absolute discretion select, including in non-EEA jurisdictions, (each a “Nominee”), upon such other terms and conditions as may be approved by usset forth herein and in the separate Custody Agreement entered between you and the Custodian ("Custody Services"). In the event of any inconsistency, and the Custody Agreement shall prevail. You should, therefore, read the Custody Agreement carefully before using Custody Services. If you hereby do not agree to be bound thereby. by the Custody Agreement you should not use our Custody Services. Custody Services allow you to store, deposit eligible digital assets in, or transfer and withdraw from one or more custody accounts created and maintained with the Custodian accessible through your Wallet Account (beach a "Custodial Account"). By using the Custody Services, you will be deemed to have agreed and accepted the Custody Agreement pursuant to which you (i) Please note thatauthorize that your digital assets shall be held currently or from time to time received by, except as required transferred to or held to the order, or under the direction or control, of the Custodian for the account of the Client, and (ii) agree and consent to the assignment and/or novation of all rights and obligations of the Custodian (the "Original Custodian") set forth herein and therein to any new Custodian nominated by lawBGT (the "New Custodian" ) , any cash held in the Account is held by us as banker. You agree that we may pay the fees, costs, commissions and other expenses release of such Nominee. (c) The Nominee in turn shall be entitled to appoint, obligations of the Original Custodian and the assumption of rights by the New Custodian without your further consent, in which case, BGT may instruct or cause the Original Custodian to transfer your eligible digital assets to the New Custodian without the need for any other person further notice to act or consent from you, and consistent with providing the Custody Services as sub-custodian set forth herein. You agree and understand that BGT and/or the Custodian shall have no liability for any digital asset price fluctuations or nominee any or all loss of the Assetsdigital assets. Where we deposit Assets with a third party, we carry out due diligence You further agree and understand that in no event shall BGE and/or the selection, appointment and periodic review of the third party and of the arrangements for the holding and safekeeping of those Assets. In particular, we take into account the expertise and market reputation of the third party as well as any legal requirements related to the holding of financial instruments that could adversely affect clients’ rights. We shall not Custodian be liable under or responsible for any act or omission of, or any insolvency, fraud, default, negligence or dissolution of, any such sub-custodian, nominee or Nominee or any of its officers, employees, servants or agents in connection with this User Agreement and/or the Assets Custody Agreement for any indirect, special, incidental, punitive, consequential losses, or damages of any kind whatsoever, including, but not limited to, loss in its custody any profits, gains and/or principals, whether or not foreseeable, even if BGT and/or the Custodian has been advised of the possibility thereof and any Loss regardless of the form of action in which you may suffer or incur arising from or in connection therewith. (d) We hold your financial instruments in custody subject such damages are sought. For further details, please also refer to the protections provided by Applicable Regulations. This requires us to keep accurate records and accounts enabling us to distinguish your financial instruments from those held for other clients and from our own assets, to regularly reconcile our internal records and accounts and those of any third parties with whom your financial instruments are held, to take the steps outlined below when we deposit your financial instruments with third parties and to have adequate organisational requirements to minimise the risk of loss or diminution of your financial instruments. (e) All or any of the Assets will be registered and/or held in our name or the name of our Nominee provided that we may delay in procuring any such registration or delivery for such periods as we in our discretion think fit. We may keep all or part of the Assets under collective administration at any central depository or custodian for securities in any country. You must provide us with any necessary authority or proxies relating to the Assets. (f) We may from time to time (if the financial instruments are subject to the law or market practice of a jurisdiction outside Germany (the jurisdiction where Deutsche Bank AG is incorporated in) and we have taken reasonable steps to determine that it is in your best interests to register in that way or it is not feasible to do otherwise because of the nature of the applicable law or market practice) register or record legal title to your financial instruments in the name of a third party (such as a sub-custodian) or in our name, provided that: (i) if registering in the name of a third party, we are prevented from registering the financial instruments in your name or the name of a Nominee; and (ii) if registering in our name, we are prevented from registering the financial instruments in your name, the name of a Nominee or in the name of the third party. (g) Where your financial instruments are recorded in the name of a third party or in our name (rather than in the name of a Nominee), in the event of the third party’s or our default those financial instruments may not be as well protected from claims made on behalf of the creditors of the third party or us, as applicable. (h) We or our Nominee need not segregate Assets held in your custody account from assets we or our Nominee holds for another customer but we will segregate such Assets from our proprietary assets. This means that Assets held on your behalf by us may be pooled with segregated financial instruments belonging to our other clients and held in an omnibus account. Accordingly, you will not necessarily have the right to any specific financial instruments but will instead be entitled subject to any Applicable Regulations to the transfer or delivery of an amount of financial instruments of the same description and the same amount. Your interest in the Assets may not be identifiable by separate certificates, other physical documents or equivalent electronic records. However, we will or procure that a Nominee will maintain records of your interest in the Assets which have been commingled. In this situation: (i) in the event of a loss of Assets held in an omnibus account that was not made good, you may not receive your full entitlement and it is likely that you would share in the shortfall together with other clients of ours who hold securities in the omnibus account on a pro-rata basis; (ii) any distribution of entitlements to any benefits, or distribution of entitlements arising as a result of corporate action, will be allocated pro rata provided that (A) fractions of entitlements that arise as a result of this process will be rounded down to the nearest whole unit or share and (B) the accumulated amount of any undistributed entitlements arising as a result of this process will be sold and the proceeds allocated pro rata; and (iii) where there is an allocation or share issue with rights weighted towards smaller investors, your allocation may be less than it otherwise would have been. (i) Where we, our Nominee or any sub-custodian hold your Assets with those of other customers in an omnibus client account, you may be exposed to settlement risks arising from the transactions of such other clients in that financial instrument. Your Assets may be pooled with financial instruments of the same description of ours, and those of other customers, in the course of settlement, and as a result may be used by us for our own account, or for the account of other customers. You consent to your Assets being held in an omnibus client account and to the use of your Assets in this way. (j) Assets placed with a Nominee are placed at your sole risk. We do not act as a trustee and have no trust or other obligations in respect of your Assets other than those expressly provided in this Service Custody Agreement. (k) Any Assets held by us as custodian or a Nominee shall be subject to our rights of lien and set-off as set out in this Service Agreement, and may also be subject to other similar rights or security interests of ours under other agreements between us. (l) We may grant security interests or liens over your Assets enabling a third party sub-custodian to dispose of your financial instruments in order to recover debts that relate to our clients or the provision of services to our clients, or otherwise where this is required by applicable law in a Third Country Jurisdiction in which your financial instruments are held. (m) Where your Assets are held in a jurisdiction outside the European Economic Area (a “Third Country Jurisdiction”) which require the grant of such security interests or liens there is a risk that, if we fail or are unable to make any payment due to a third party sub-custodian, your financial instruments could be applied to discharge our liability to the extent required by the relevant law. (n) Where we or a sub-custodian have appointed a securities depositary on your behalf to hold your Assets, the securities depositary may hold a security interest or lien over your financial instruments. (o) Before investing in any jurisdiction, you should independently satisfy yourself that you understand and appreciate the significance of the relevant risks, and that such an approach is suitable for you (including without limitation, jurisdictions outside the European Economic Area). (p) When your Assets are held in a Third Country Jurisdiction they may be subject to the law of that jurisdiction and to different settlement and regulatory requirements. Your rights relating to those financial instruments may differ accordingly and you may not receive the same level of protection that you would otherwise have. (q) We will direct that your Assets, when held with a third party, are identifiable separately from the assets belonging to us or to that third party, by means of differently titled accounts on the books of the third party or other equivalent measures that achieve the same level of protection. Where your Assets are held in a Third Country Jurisdiction, the applicable law of that jurisdiction may prevent us from complying with the requirements under Applicable Regulations to ensure that any client financial instruments deposited with a third party are identifiable separately from the financial instruments belonging to us and from financial instruments belonging to that third party. You should inform us if you do not wish to hold your Assets in any particular jurisdiction. (r) Where such applicable law prevents us from complying with such requirements, there is a risk that on our insolvency or that of the third party, your assets would not be separately identifiable and may therefore be available to our creditors of those of the third party. In the event that a valid order was served on the sub-custodian seeking to freeze, attach or otherwise restrict assets belonging to us, a court in such jurisdiction may treat your financial instruments as assets belonging to us and open to seizure or arrest and your beneficial interest may not be recognised or upheld. (s) If we are required to settle a delivery of Assets on your behalf but on the relevant settlement date there are, or we consider there will be, insufficient Assets available, we may (but are not obliged to), if we consider it appropriate and reasonably practicable to do so, delay settlement until such time as you have sufficient Assets available for delivery, or buy on your behalf the securities and/ or assets that are the subject of such delivery at your cost and expenses. In the case of capital calls for private equity funds, we may inform the relevant fund that you are unable to satisfy the capital call and may provide your details to the relevant fund so that they may contact you directly. (t) Any transit of Assets will be handled in accordance with our usual practice but for your account and risk. (u) Unless you instruct us otherwise: (i) we shall not be required to forward any circular, announcement, proxy, annual report, notice or other financial statement relating to the Assets we receive or to give you notice of such receipt; (ii) we shall not be required to inform you of the dates on which any shareholders’ or other meetings of the companies whose securities we hold for your account will be held, nor of the items on the agendas of such meetings, nor of any notices, proxies or proxy soliciting materials in relation to such securities; (iii) we shall not be required to attend any shareholders’ or other meetings or to take any action with respect to the Assets (including exercising any voting rights). Notwithstanding the foregoing (and in the absence of any instructions to the contrary) we may, in our sole discretion, elect to attend any such meetings or take any such action with respect to the Assets; (iv) we are not responsible for monitoring or acting upon any shareholder or other communications or offers made in respect of any Assets and we are not liable for any Loss arising directly or indirectly in consequence of any delayed transmission of communications to or from you or for any inadvertent failure to forward any such communications; and (v) we shall claim all amounts in respect of interest or dividends pertaining to the Assets in custody which are known to us to be payable. Any dividends, interest payments and other entitlements we receive in relation to the Assets will be credited to your account after deduction of any taxes, costs and fees (if any), but we shall not be responsible for claiming any other distribution or entitlement or benefit you may have on your behalf, or for taking up or exercising any conversion rights, subscription rights or other rights of any nature, dealing with take-over or other offers or capital re-organisations. We may execute in your name whenever we ▇▇▇▇ it appropriate such documents and other certificates as may be required to obtain the payment of income from the Assets or the sale thereof. (w) You authorise us, and we may (but are not obliged to) exercise the following powers (whether directly or by or through our Agents and/or Nominees) in our discretion without prior reference or notice to you: (i) to surrender any Assets against receipt of monies payable at maturity or on redemption if called prior to maturity or against other Assets delivered upon any exchange of Assets; (ii) where monies are payable in respect of any of the Assets in more than one currency, to collect them in such currency as may be permissible by Applicable Regulations and as we may in our discretion determine; (iii) where monies are payable in respect of any of the Assets in any currency, to carry out any foreign exchange transaction at our or our Agents’ prevailing rates to convert such foreign currency to the currency of the Account and to make any necessary withholding or deduction as may be required by Applicable Regulations; (iv) to sell, execute, exchange or exercise any right, benefit or option whatsoever relating to or accruing in respect of any of the Assets on your behalf in any way or manner and on such terms as we think fit in our discretion; (v) to consolidate any odd lots of securities held by you with securities of other clients in order to qualify for any rights offered in respect of a specified block of securities and at our discretion to take up, call for, receive, hold and sell any shares or rights accruing by reason of such consolidation; (vi) to purchase additional securities or sell odd lots of securities in order to qualify for or maximise the benefit of any rights, options or distribution offered or made in connection with the securities; (vii) to exchange any of the securities in interim or temporary form for securities in definitive form and (where applicable) to deliver the physical scrips to central depository or other similar system set up for the purpose of scripless trading; (viii) at our discretion, to take up, call for, receive, hold, sell, or dispose of fractional shares which may accrue from the holding of the securities for our own account and benefit; (ix) to charge you a gross commission (including any commission charged by an Agent) for any of the above services provided that we shall not be liable in any way whatsoever for any act, default, omission or failure of any Agent; (x) in the case of scripless securities, to deposit the Assets with, and hold the Assets through, any centralised securities depository, clearing house or securities depository agencies on such terms as such systems customarily operate, and to effect the purchase or sale or transfer of such securities through your account or sub-account (if any) maintained with any centralised securities depository or other similar system set up for the purpose of scripless trading; and/or (xi) to take any action as we think fit including: A. any act which we determine to be necessary to preserve the integrity of the Assets and/or to protect your interests and our interests; B. the execution of any declarations or certificates of ownership or other documents; and/or C. splitting of the shares into marketable lots to enable delivery of shares and share certificates. (x) Upon termination of these custody services, you shall arrange for the transfer of Assets from us to you or some other person designated b