GLOBAL CUSTODY AGREEMENT BETWEEN NORTHERN FUNDS A N D JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES jpmorgan.com

EXECUTION VERSION

GLOBAL CUSTODY AGREEMENT BETWEEN NORTHERN FUNDS A N D JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES ▇▇▇▇▇▇▇▇.▇▇▇

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Table of Contents


1.	INTENTION OF THE PARTIES; DEFINITIONS	4
1.1	Intention of the Parties	4
1.2	Definitions; Interpretation	4

2.	WHAT ▇.▇. ▇▇▇▇▇▇ IS REQUIRED TO DO	8
2.1	Set Up Accounts	8
2.2	Cash Account	9
2.3	Segregation of Assets; Nominee Name	9
2.4	Settlement of Transactions	10
2.5	Contractual Settlement Date Accounting	10
2.6	Actual Settlement Date Accounting	11
2.7	Income Collection (AutoCredit^®)	11
2.8	Miscellaneous Administrative Duties	12
2.9	Corporate Actions	12
2.10	Class Action Litigation	13
2.11	Proxies	13
2.12	Statements of Account	14
2.13	Access to ▇.▇. ▇▇▇▇▇▇’▇ Records	14
2.14	Maintenance of Financial Assets at Subcustodian Locations	15
2.15	Tax Relief Services	15
2.16	Foreign Exchange Transactions	15
2.17	Notifications	16
2.18	Compliance with SEC Rule 17f-5	16
2.19	Compliance with SEC Rule 17f-7	18

3.	INSTRUCTIONS	19
3.1	Acting on Instructions; Method of Instruction and Unclear Instructions	19
3.2	Verification and Security Procedures	19
3.3	Instructions; Contrary to Law/Market Practice	19
3.4	Cut-Off Times	19
3.5	Electronic Access and Cybersecurity	20

4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO ▇.▇. ▇▇▇▇▇▇	21
4.1	Fees and Expenses	21
4.2	Overdrafts	21
4.3	▇.▇. ▇▇▇▇▇▇’▇ Right Over Securities; Set-off	22

5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS	22
5.1	Appointment of Subcustodians; Use of Securities Depositories	22
5.2	Liability for Subcustodians	24

6.	ADDITIONAL PROVISIONS	24
6.1	Representations of the Customer and ▇.▇. ▇▇▇▇▇▇	24
6.2	The Customer is Liable to ▇.▇. ▇▇▇▇▇▇ Even if it is Acting for Another Person	25

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6.3	Special Settlement Services (including CLS Services)	25
6.4	Information Concerning Deposits Held by ▇.▇. ▇▇▇▇▇▇ in the U.S.	26
6.5	Information Concerning Deposits at ▇.▇. ▇▇▇▇▇▇’▇ Non-U.S. Branches	26

7.	WHEN ▇.▇. ▇▇▇▇▇▇ IS LIABLE TO CUSTOMER	27
7.1	Standard of Care; Liability	27
7.2	Force Majeure	30
7.3	▇.▇. ▇▇▇▇▇▇ May Consult With Counsel	30
7.4	▇.▇. ▇▇▇▇▇▇ Provides Diverse Financial Services and May Generate Profits as a Result	31
7.5	Assets Held Outside ▇.▇. ▇▇▇▇▇▇’▇ Control	31
7.6	Ancillary services	31

8.	TAXATION	31
8.1	Tax Obligations	31
8.2	Tax Relief Services	32

9.	TERMINATION	33
9.1	Termination	33
9.2	Exit Procedure	34
9.3	Appointment of Successor Custodian	34

10.	MISCELLANEOUS	35
10.1	Notifications	35
10.2	Successors and Assigns	35
10.3	Entire Agreement	35
10.4	Insurance	35
10.5	Security Holding Disclosure	35
10.6	Regulatory Disclosure; Certain Information of the Customer	35
10.7	Governing Law and Jurisdiction	37
10.8	Severability; Waiver; and Survival	37
10.9	Confidentiality	37
10.10	Counterparts	38
10.11	No Third Party Beneficiaries	38
10.12	Use of Names	38
10.13	Several Obligations of the Funds	38
10.14	Redistribution of Data from Third Parties	39

SCHEDULE 1 Form of Board Resolution		41

ANNEX A Electronic Access		42
ANNEX B Availability Policy and Schedule		44
APPENDIX A List of Funds		45

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GLOBAL CUSTODY AGREEMENT

This Agreement, dated June 19, 2025, is between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (“▇.▇. ▇▇▇▇▇▇”), with a place of business at ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; and NORTHERN FUNDS (the “Trust” or “Customer”) a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), with a place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, severally and for and on behalf of its series listed on Appendix A hereto (each a “Fund” and together the “Funds”) as the same may be amended from time to time.

1.	INTENTION OF THE PARTIES; DEFINITIONS

1.1

Intention of the Parties

(a)

This Agreement sets out the terms on which ▇.▇. ▇▇▇▇▇▇ will serve as custodian to the Funds, it being understood that Customer (i) may be comprised of one or more Funds, each of which represents an interest in a separate investment portfolio, but for administrative convenience only (ii) wishes to evidence its appointment of ▇.▇. ▇▇▇▇▇▇ as custodian with this single agreement, notwithstanding its intention that each Fund be separately bound. This Agreement sets out the terms on which ▇.▇. ▇▇▇▇▇▇ will be providing custodial, settlement and other associated services to the Customer. ▇.▇. ▇▇▇▇▇▇ will be responsible for the performance of only those duties set forth in this Agreement.

(b)

Investing in Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special features. The Customer acknowledges that ▇.▇. ▇▇▇▇▇▇ is not providing any legal, tax or investment advice in providing the services under this Agreement and will not be liable for any losses resulting from Country Risk.

(c)

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

1.2

Definitions; Interpretation

(a)

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

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

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

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

“AML/Sanctions Requirements” means (a) any Applicable Law (including but not limited to the rules and regulations of the United States Office of

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Foreign Assets Control) applicable to ▇.▇. ▇▇▇▇▇▇, or to any ▇.▇. ▇▇▇▇▇▇ Affiliate engaged in servicing any Account, which governs (i) money laundering, the financing of terrorism, insider dealing or other unlawful activities, or the use of financial institutions to facilitate such activities or (ii) transactions involving individuals or institutions which have been prohibited by, or are subject to, sanctions of any governmental authority; and (b) any ▇.▇. ▇▇▇▇▇▇ policies and procedures reasonably designed to assure compliance with any such Applicable Law.

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

“Authorized Person” means any person who has been designated by written notice from the Customer in the form as provided by ▇.▇. ▇▇▇▇▇▇ (or by written notice in the form as provided by ▇.▇. ▇▇▇▇▇▇ from any agent designated by the Customer, including, without limitation, an investment manager) to act on behalf of the Customer under this Agreement and any person who has been given an access code by a security administrator appointed by the Customer which allows the provision of Instructions. Such persons will continue to be Authorized Persons until such time as ▇.▇. ▇▇▇▇▇▇ receives and has had reasonable time to act upon Instructions from the Customer (or its agent) that any such person is no longer an Authorized Person.

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

“CLS Bank” means CLS Bank International, or any other subsidiary of CLS Group Holdings AG and, in each case, any successor thereto and/or in each case any subsidiary thereof.

“CLS Services” means the provision of continuous linked settlement currency exchange services by ▇.▇. ▇▇▇▇▇▇ (or any of its affiliates) who is a participant of CLS Bank.

“Confidential Information” means and includes all non-public information concerning the Customer or the Accounts which ▇.▇. ▇▇▇▇▇▇ receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than ▇.▇. ▇▇▇▇▇▇’▇ breach of the terms of this Agreement or information which ▇.▇. ▇▇▇▇▇▇ obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidence to any person with respect to that information.

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

“Country Risk” means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody, tax and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and

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securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

“Customer Indemnitees” means the Customer and its respective trustees, directors, officers, and employees.

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

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

“Force Majeure Event” has the meaning set forth in Section 7.2(b).

“Information Provider” means any person (including a ▇.▇. ▇▇▇▇▇▇ Affiliate) who provides software, information or the means of obtaining information on security prices, derivative prices, security characteristics data, market data, foreign exchange, credit ratings, performance measurement or any other information obtained by ▇.▇. ▇▇▇▇▇▇ in connection with the Services (including index return providers, security characteristics providers, and value-at-risk providers).

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

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

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

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

“Reports” means the reports, information or data provided by ▇.▇. ▇▇▇▇▇▇ in connection with the provision of the Services.

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

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

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

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

“Security Incident” means an event which results in (i) unauthorized access to, disclosure or use of Fund’s or Customer’s Confidential Information or (ii) unauthorized access to ▇.▇. ▇▇▇▇▇▇ systems that store, process or transmit Fund’s or Customer’s Confidential Information and which, in the case of either (i) or (ii), (a) creates a material risk of harm to the Customer or (b) has a direct, adverse impact on ▇.▇. ▇▇▇▇▇▇’▇ ability to perform its obligations under the Agreements.

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

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

“Standard of Care” has the meaning set forth in Section 7.1(a).

“Subcustodian” means any of the subcustodians appointed by ▇.▇. ▇▇▇▇▇▇ from time to time to hold Securities and act on its behalf in different jurisdictions and includes any Affiliated Subcustodian.

(b)

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

(c)

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

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(d)

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

2.	WHAT ▇.▇. ▇▇▇▇▇▇ IS REQUIRED TO DO

2.1

Set Up Accounts

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

(i)

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

(ii)

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

Notwithstanding paragraph 2.1(a)(ii), cash held in respect of those markets where the Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or Securities Depository will be held in that manner and will not be part of the Cash Account.

(b)

At the request of the Customer, additional Accounts may be opened in the future, and such additional Accounts shall be subject to the terms of this Agreement.

(c)

In the event that the Customer requests the opening of any additional Account for the purpose of holding collateral pledged by the Customer to a securities exchange, clearing corporation, or other central counterparty (a “Counterparty”) to secure trading activity by the Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between ▇.▇. ▇▇▇▇▇▇ and the Counterparty in addition to the terms of this Agreement.

(d)

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

(i)

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

(ii)

evidence reasonably satisfactory to ▇.▇. ▇▇▇▇▇▇ of the due authorization and execution of this

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Agreement by the Customer (for example by a certified copy of a resolution of the Customer’s board of directors or equivalent governing body, substantially in the form set out in Schedule 2);

(iii)

▇.▇. ▇▇▇▇▇▇’▇ standard form fund manager mandate completed by the fund manager designated by the Customer; and

(iv)

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

(e)

▇.▇. ▇▇▇▇▇▇ reserves the right to reverse any transactions that were credited to the Accounts due to mis-postings and other similar causes.

2.2

Cash Account

(a)

Any amount standing to the credit of the Cash Account is a debt due from ▇.▇. ▇▇▇▇▇▇ to the Customer as banker. Except as otherwise provided in Instructions acceptable to ▇.▇. ▇▇▇▇▇▇, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at ▇.▇. ▇▇▇▇▇▇ or at ▇.▇. ▇▇▇▇▇▇’▇ London Branch. Any cash so deposited with ▇.▇. ▇▇▇▇▇▇’▇ London Branch will be payable exclusively by ▇.▇. ▇▇▇▇▇▇’▇ London Branch in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

(b)

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

(c)

▇.▇. ▇▇▇▇▇▇ will make amounts deposited into a Cash Account held in the United States available in accordance with its availability policy, the current version of which is attached hereto as Annex B.

2.3

Segregation of Assets; Nominee Name

(a)

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

(b)

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

(c)

▇.▇. ▇▇▇▇▇▇ is authorized, in its discretion:

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(i)

to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to ▇.▇. ▇▇▇▇▇▇ or its Subcustodian in bearer form;

(ii)

to hold Securities in or deposit Securities with any Securities Depository;

(iii)

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

(iv)

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

2.4

Settlement of Transactions

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

2.5

Contractual Settlement Date Accounting

(a)

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

(i)

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

(ii)

Purchases: On the settlement date for a purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date),

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▇.▇. ▇▇▇▇▇▇ will debit the Cash Account for the settlement amount and credit a separate account at ▇.▇. ▇▇▇▇▇▇.

▇.▇. ▇▇▇▇▇▇ then will post the Securities Account as awaiting receipt of the expected Financial Assets. The Customer will not be entitled to the delivery of Financial Assets until ▇.▇. ▇▇▇▇▇▇ or a Subcustodian actually receives them.

Upon request, ▇.▇. ▇▇▇▇▇▇ shall provide the Customer with a list of those markets for which it provides contractual settlement date accounting. ▇.▇. ▇▇▇▇▇▇ may add markets to or remove markets from such list upon reasonable notice to the Customer. ▇.▇. ▇▇▇▇▇▇ reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons.

(b)

▇.▇. ▇▇▇▇▇▇ may reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement upon notice to the Customer in cases where ▇.▇. ▇▇▇▇▇▇ reasonably believes that the transaction will not settle in the ordinary course within a reasonable time. The Customer will be responsible for any costs or Liabilities resulting from such reversal. The Customer acknowledges that the procedures described in Section 2.5 are of an administrative nature, and ▇.▇. ▇▇▇▇▇▇ does not undertake to make loans and/or Financial Assets available to the Customer.

2.6

Actual Settlement Date Accounting

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

2.7

Income Collection (AutoCredit^®)

(a)

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

(b)

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

(c)

In markets where ▇.▇. ▇▇▇▇▇▇ does not provide an AutoCredit

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service, income on Financial Assets, net of any taxes withheld by ▇.▇. ▇▇▇▇▇▇ or any third party, will be credited only after actual receipt and reconciliation by ▇.▇. ▇▇▇▇▇▇.

(d)

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

2.8

Miscellaneous Administrative Duties

(a)

Until ▇.▇. ▇▇▇▇▇▇ receives Instructions to the contrary, ▇.▇. ▇▇▇▇▇▇ will:

(i)

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

(ii)

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

(iii)

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

(b)

In the event that, as a result of holding of Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a Corporate Action or class action litigation, ▇.▇. ▇▇▇▇▇▇ will credit the Customer with the amount of cash it would have received had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to ▇.▇. ▇▇▇▇▇▇ its interest in such fractional interests.

(c)

If some, but not all, of an outstanding class of Financial Assets is called for redemption, ▇.▇. ▇▇▇▇▇▇ may allot the amount redeemed among the respective beneficial holders of such a class of Financial Assets on a pro rata basis or in a similar manner ▇.▇. ▇▇▇▇▇▇ deems fair and equitable.

2.9

Corporate Actions

(a)

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

(b)

▇.▇. ▇▇▇▇▇▇ will act in accordance with the Customer’s Instructions in relation to such Corporate Actions. If the Customer fails to

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provide ▇.▇. ▇▇▇▇▇▇ with timely Instructions with respect to any Corporate Action, neither ▇.▇. ▇▇▇▇▇▇ nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action, except as otherwise reasonably agreed in writing by ▇.▇. ▇▇▇▇▇▇ and the Customer or as may be set forth by ▇.▇. ▇▇▇▇▇▇ as a default action in the notification it provides under Section 2.9(a) with respect to that Corporate Action.

2.10

Class Action Litigation

Any notices received by ▇.▇. ▇▇▇▇▇▇’▇ corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly notified to the Customer if ▇.▇. ▇▇▇▇▇▇, using reasonable care and diligence in the circumstances, identifies that a Fund was a shareholder and held the relevant Financial Assets in custody with ▇.▇. ▇▇▇▇▇▇ at the relevant time. ▇.▇. ▇▇▇▇▇▇ will not make filings in the name of the Fund or the Customer in respect to such notifications except as otherwise agreed in writing between the Customer and ▇.▇. ▇▇▇▇▇▇.

The services set forth in this Section 2.10 are available only in certain markets, details of which are available from ▇.▇. ▇▇▇▇▇▇ on request.

2.11

Proxies

(a)

▇.▇. ▇▇▇▇▇▇ will monitor information distributed to holders of Financial Assets about upcoming shareholder meetings, promptly notify the Customer of such information and, subject to Section 2.11(c), act in accordance with the Customer’s Instructions in relation to such meetings (the “Proxy Voting Service”).

(b)

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

(c)

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

(d)

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

(i)

the Financial Assets being on loan or out for registration;

(ii)

the pendency of conversion or another corporate action;

(iii)

the Financial Assets being held In a margin or collateral account at ▇.▇. ▇▇▇▇▇▇ or another bank or broker, or otherwise in a manner which affects voting;

(iv)

local market regulations or practices, or

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restrictions by the issuer; and

(v)

▇.▇. ▇▇▇▇▇▇ being required to vote all shares held for a particular issue for all of ▇.▇. ▇▇▇▇▇▇’▇ customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, ▇.▇. ▇▇▇▇▇▇ will notify the Customer as soon as reasonably practicable.

2.12

Statements of Account

(a)

▇.▇. ▇▇▇▇▇▇ will provide the Customer with a statement of account for each Account, identifying cash and Financial Assets held in the Account and any transfers to and from the Account. Statements of account may be delivered electronically or on-line over the Internet and are deemed delivered when sent electronically or posted on the Internet. The Customer will review its statement of account and give ▇.▇. ▇▇▇▇▇▇ written notice of (i) any suspected error or omission or (ii) non-receipt of a statement of account within a reasonable time after the statement of accounts is sent or made available to the Customer, as the case may be.

(b)

The Customer acknowledges that information available to it electronically with respect to transactions posted after the close of the prior business day may not be accurate due to mis-postings, delays in updating Account records, and other causes. ▇.▇. ▇▇▇▇▇▇ will not be liable for any loss or damage arising out of any such information accessed electronically that is subsequently updated or corrected by the close of business on the first business day after the original transaction was posted, provided ▇.▇. ▇▇▇▇▇▇ acted in accordance with the Standard of Care.

2.13

Access to ▇.▇. ▇▇▇▇▇▇’▇ Records

(a)

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

(b)

▇.▇. ▇▇▇▇▇▇ will, upon reasonable written notice, allow the Customer reasonable access during normal working hours to the records relating to the Accounts. ▇.▇. ▇▇▇▇▇▇ may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of such access, and the scope of the records made available. The Customer shall reimburse ▇.▇. ▇▇▇▇▇▇ for the reasonable cost of copying, collating and researching archived information.

(c)

▇.▇. ▇▇▇▇▇▇ shall keep records relating to its activities and obligations under this Agreement in the form and manner, and for

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such period, as it may deem advisable, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. ▇.▇. ▇▇▇▇▇▇ acknowledges and agrees that the underlying records maintained by ▇.▇. ▇▇▇▇▇▇ are the property of Customer.

(d)

▇.▇. ▇▇▇▇▇▇ will obtain an undertaking to require Subcustodian to preserve such records for the applicable periods for which ▇.▇. ▇▇▇▇▇▇ is, or may be, required to preserve in accordance with laws, rules and regulations applicable to ▇.▇. ▇▇▇▇▇▇.

(e)

Upon the request of the Customer, ▇.▇. ▇▇▇▇▇▇ shall provide the latest copy of the audit report of its independent accountants of ▇.▇. ▇▇▇▇▇▇’▇ systems of internal accounting controls pursuant to requirements of the Statement of Auditing Standards No. 70 report as issued by the American Institute of Certified Public Accountants, as it may be amended from time to time.

2.14

Maintenance of Financial Assets at Subcustodian Locations

(a)

Unless Instructions require another location acceptable to ▇.▇. ▇▇▇▇▇▇, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are located. ▇.▇. ▇▇▇▇▇▇ shall post on its website from time to time information regarding jurisdictions for which it supports custody services; ▇.▇. ▇▇▇▇▇▇ reserves the right to refuse to accept delivery of Financial Assets or cash in jurisdictions other than those on the list.

(b)

▇.▇. ▇▇▇▇▇▇ reserves the right to restrict the Customer’s access to the services ▇.▇. ▇▇▇▇▇▇ provides in, and the Liabilities it incurs with respect to, certain jurisdictions, and ▇.▇. ▇▇▇▇▇▇ shall notify Customer of any such restrictions via its website from time to time.

(c)

In the event a Subcustodian exits the market in which ▇.▇. ▇▇▇▇▇▇ previously appointed it to provide custodial services, or is unable to continue to provide custodial services to ▇.▇. ▇▇▇▇▇▇’▇ satisfaction, ▇.▇. ▇▇▇▇▇▇ may (i) remove such Subcustodian from the ▇.▇. ▇▇▇▇▇▇ network in accordance with Section 5.2(c), and/or (ii) cease to provide custodial services in such market.

2.15

Tax Relief Services

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

2.16

Foreign Exchange Transactions

To facilitate the administration of the Customer’s trading and investment activity, ▇.▇. ▇▇▇▇▇▇ may, but will not be obliged to, enter into spot or forward foreign exchange contracts with the Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing

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Instructions, may be issued with respect to such contracts, but ▇.▇. ▇▇▇▇▇▇ may establish rules or limitations concerning any foreign exchange facility made available. In all cases where ▇.▇. ▇▇▇▇▇▇, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, will apply to such transactions.

2.17

Notifications

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

▇.▇. ▇▇▇▇▇▇ will provide to Customer any legal notice or other notice with respect to any change in the parties’ rights and responsibilities under this Agreement in accordance with the notice provisions in Section 10.1.

2.18

Compliance With Securities And Exchange Commission (“SEC) Rule17f-5 (“Rule 17f-5”).

(a)

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

(b)

In connection with the foregoing, ▇.▇. ▇▇▇▇▇▇ shall:

(i)

provide written reports notifying Customer’s Board of the placement of Financial Assets and cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians). Customer considers any change that affects safe custody, beneficial ownership or transferability of Customer’s Financial Assets and cash to constitute a “material change.”;

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(ii)

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

(iii)

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

(iv)

determine that the written contract with an Eligible Foreign Custodian (a) requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based upon the standards set forth in Rule 17f-5(c)(1); and (b) provides for the requirements set forth in Rule 17f-5(c)(2).

(v)

have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that ▇.▇. ▇▇▇▇▇▇ shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, ▇.▇. ▇▇▇▇▇▇ shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash. ▇.▇. ▇▇▇▇▇▇ shall notify Customer of any other material change in the foreign custody arrangements as soon as reasonably practicable.

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

(c)

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

(d)

▇.▇. ▇▇▇▇▇▇ represents to Customer that it is a U.S. Bank as defined in Rule 17f-5(a)(7). Customer represents to ▇.▇. ▇▇▇▇▇▇ that: (1) the foreign Financial Assets and cash being placed and maintained in ▇.▇. ▇▇▇▇▇▇’▇ custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board: (i) has determined that it is reasonable to rely on ▇.▇. ▇▇▇▇▇▇ to perform as Customer’s Foreign Custody Manager (ii) or its investment adviser shall have determined that Customer may

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maintain foreign Financial Assets and cash in each country in which ▇▇▇▇▇▇▇▇’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require ▇.▇. ▇▇▇▇▇▇ to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.

(e)

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

(f)

▇.▇. ▇▇▇▇▇▇’▇ appointment as Foreign Custody Manager may be terminated at any time by ▇▇▇▇▇▇▇▇, regardless of whether ▇.▇. ▇▇▇▇▇▇ serves as custodian of Customer (or any Fund).

2.19

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

(a)

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

▇.▇. ▇▇▇▇▇▇ shall monitor the custody risks associated with maintaining Customer’s foreign Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks.

(b)

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

(c)

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

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3.	INSTRUCTIONS

3.1

Acting on Instructions; Method of Instruction and Unclear Instructions

(a)

Customer authorizes ▇.▇. ▇▇▇▇▇▇ to accept, rely upon and/or act upon any Instructions received by it without inquiry. The Customer will indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ as a result of any action or omission taken in accordance with any Instruction, unless the Liabilities result from a failure by ▇.▇. ▇▇▇▇▇▇ to act in accordance with the Standard of Care with respect to the manner in which such Instructions are followed.

(b)

To the extent possible, instructions to ▇.▇. ▇▇▇▇▇▇ shall be sent via electronic instruction or trade information system acceptable to ▇.▇. ▇▇▇▇▇▇ or via facsimile transmission. Where reasonably practicable, the Customer will use automated and electronic methods of sending Instructions.

(c)

▇.▇. ▇▇▇▇▇▇ shall promptly notify an Authorized Person if ▇.▇. ▇▇▇▇▇▇ determines that an Instruction does not contain all information reasonably necessary for ▇.▇. ▇▇▇▇▇▇ to carry out the Instruction. ▇.▇. ▇▇▇▇▇▇ may decline to act upon an Instruction if it does not receive clarification or confirmation reasonably satisfactory to it, but ▇. ▇. ▇▇▇▇▇▇ shall notify the Customer of its decision not to act upon an Instruction. ▇.▇. ▇▇▇▇▇▇ will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks information, clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification reasonably satisfactory to it.

3.2

Verification and Security Procedures

(a)

▇.▇. ▇▇▇▇▇▇ and the Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

(b)

Either party may record any of their telephone communications as long as such recording is in compliance with Applicable Laws.

3.3

Instructions; Contrary to Law/Market Practice

▇.▇. ▇▇▇▇▇▇ need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice, and ▇.▇. ▇▇▇▇▇▇ shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. In the event ▇.▇. ▇▇▇▇▇▇ does not act upon such Instructions, ▇.▇. ▇▇▇▇▇▇ will notify the Customer where reasonably practicable.

3.4

Cut-Off Times

▇.▇. ▇▇▇▇▇▇ has established cut-off times for receipt of Instructions, which will be made available to the Customer. If ▇.▇. ▇▇▇▇▇▇ receives an Instruction after its established cut-off time, ▇.▇. ▇▇▇▇▇▇ will attempt to act upon the Instruction on the day requested if ▇.▇. ▇▇▇▇▇▇ deems it

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practicable to do so or otherwise as soon as practicable after that day.

3.5

Electronic Access and Cybersecurity

(a)

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

(b)

Each of the Customer and ▇.▇. ▇▇▇▇▇▇ will maintain written cybersecurity policies and procedures which implement commercially reasonable administrative, technical, and physical safeguards that are aligned with industry security standards, comply with Applicable Law, including but not limited to, Regulation S-P, and that, among other things, (i) ensure the security and confidentiality of their respective systems and data; (ii) protect against any anticipated threats or hazards to the security or integrity of their respective systems and data; and (iii) protect against unauthorized access to or use of their respective systems and data that could result in substantial harm or inconvenience to its customers. ▇.▇. ▇▇▇▇▇▇ may in its discretion provide training or information on best practices to the Customer from time to time but in so doing it will not be considered a consultant or advisor with respect to cybersecurity.

(c)

▇.▇. ▇▇▇▇▇▇ shall respond to the Customer’s reasonable requests for information concerning ▇.▇. ▇▇▇▇▇▇’▇ cybersecurity program and, upon request, ▇.▇. ▇▇▇▇▇▇ will provide a high-level summary of its applicable policies and procedures, to the Customer, to the extent it is able to do so without divulging sensitive, proprietary, or ▇.▇. ▇▇▇▇▇▇’▇ confidential information. Upon reasonable request, ▇.▇. ▇▇▇▇▇▇ shall discuss with the Customer the cybersecurity program of ▇.▇. ▇▇▇▇▇▇ and/or provide a high-level presentation summarizing such program. The Customer acknowledges that certain information provided by ▇.▇. ▇▇▇▇▇▇, including internal policies and procedures, may be proprietary to ▇.▇. ▇▇▇▇▇▇, and agrees to protect the confidentiality of all such materials it receives from ▇.▇. ▇▇▇▇▇▇ under the terms of this agreement.

(d)

▇.▇. ▇▇▇▇▇▇ shall notify Customer without undue delay and subject to Applicable Law, in the event that ▇.▇. ▇▇▇▇▇▇ confirms a Security Incident and identify to Customer the Fund’s or Customer’s Confidential Information impacted by the Security Incident, if known, unless otherwise prohibited by Applicable Law or otherwise instructed by a law enforcement or supervisory authority. ▇.▇. ▇▇▇▇▇▇ will take reasonable steps to mitigate the effects of the Security Incident and reasonably cooperate with Customer in investigating the Security Incident.

(e)

Each of the Customer and ▇. ▇. ▇▇▇▇▇▇ will be responsible for the obtaining, proper functioning, maintenance and security of its own services, software, connectivity and other equipment.

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4.	FEES, EXPENSES AND OTHER AMOUNTS OWING TO ▇.▇. ▇▇▇▇▇▇

4.1

Fees and Expenses

The Customer will pay ▇.▇. ▇▇▇▇▇▇ for its services under this Agreement such fees as may be agreed upon in writing from time to time, together with ▇.▇. ▇▇▇▇▇▇’▇ reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers, or their agents. Invoices will be payable within thirty (30) days of the date of the invoice. If the Customer disputes an invoice it shall nevertheless pay on or before the date that payment is due such portion of the invoice that is not subject to a bona fide dispute. ▇.▇. ▇▇▇▇▇▇ may deduct amounts invoiced from the Cash Account except to the extent that the Customer has objected to the invoice within thirty (30) days of the date of the invoice (or such other period as the parties may agree in writing). Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ other rights,

▇.▇. ▇▇▇▇▇▇ reserves the right to charge interest on overdue amounts from the due date until actual payment at such rate as ▇.▇. ▇▇▇▇▇▇ customarily charges for similar overdue amounts; however ▇.▇. ▇▇▇▇▇▇ will give consideration to waiving interest on amounts that have been objected to in accordance herewith. Notwithstanding the foregoing, in the event that the Trust disputes a fee or fees for a particular billing period and it is determined by the parties that an adjustment of the fees in favor of the Trust is in order, interest shall not be charged on the amount of the fee that is the subject of such adjustment, provided that the adjusted amount due is paid promptly.

4.2

Overdrafts

If a debit to any currency in the Cash Account (including, without limitation, in connection with CLS Services) results or would result in a debit balance, then ▇.▇. ▇▇▇▇▇▇ may, in its discretion, (i) advance an amount equal to the overdraft, (ii) refuse to settle in whole or in part the transaction causing such debit balance, or (iii) where any such transaction is posted to the Securities Account or a Cash Account, reverse any such posting. The Customer acknowledges and agrees it will be responsible for any Liabilities resulting from any refusal to settle or any reversal of posting referred to in the previous sentence. Further, if ▇.▇. ▇▇▇▇▇▇ elects to make such an advance, the advance will be deemed a loan to the Customer, payable on demand, bearing interest at the applicable rate charged by ▇.▇. ▇▇▇▇▇▇ from time to time for such overdrafts, from the date of such advance to the date of payment (including after the date any judgment may be entered against the Customer with respect to any overdraft) and otherwise on the terms on which ▇.▇. ▇▇▇▇▇▇ makes similar overdrafts available from time to time. No prior action or course of dealing on ▇.▇. ▇▇▇▇▇▇’▇ part with respect to the settlement of transactions on the Customer’s behalf will be asserted by the Customer against ▇.▇. ▇▇▇▇▇▇ for ▇.▇. ▇▇▇▇▇▇’▇ refusal to make advances to the Cash Account or refusal to settle any transaction for which the Customer does not have sufficient available funds in the applicable currency in the Account.

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4.3

▇.▇. ▇▇▇▇▇▇’▇ Right Over Securities; Set-off

(a)

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ and its Affiliates shall have, and the Customer grants to ▇.▇. ▇▇▇▇▇▇ a security interest in and a lien on the Financial Assets held in the Securities Account as security for any and all Liabilities outstanding from time to time (whether actual or contingent) of the Customer to ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates with respect to the services provided pursuant to this Agreement, and ▇.▇. ▇▇▇▇▇▇ shall be entitled without notice to the Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities. For this purpose, ▇.▇. ▇▇▇▇▇▇ may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies. For avoidance of doubt, where indebtedness relates to a Fund, ▇.▇. ▇▇▇▇▇▇ shall not set off the Liabilities of such Fund against the assets held by ▇.▇. ▇▇▇▇▇▇ for any other Fund.

(b)

Without prejudice to ▇.▇. ▇▇▇▇▇▇’▇ rights under Applicable Law, ▇.▇. ▇▇▇▇▇▇ may set off against any Liabilities of the Customer to ▇.▇. ▇▇▇▇▇▇ or any of its Affiliates with respect to the services provided pursuant to this Agreement any amount in any currency standing to the credit of any of the Customer’s accounts (whether deposit or otherwise) with any ▇.▇. ▇▇▇▇▇▇ branch or office or with any Affiliate of ▇.▇. ▇▇▇▇▇▇. For this purpose, ▇.▇. ▇▇▇▇▇▇ shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. For avoidance of doubt, where such Liabilities relate to a Fund, ▇.▇. ▇▇▇▇▇▇ shall not set off the Liabilities of such Fund against the assets held by ▇.▇. ▇▇▇▇▇▇ for any other Fund.

5.	SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1

Appointment of Subcustodians; Use of Securities Depositories

(a)

▇.▇. ▇▇▇▇▇▇ is authorized under this Agreement to act through and hold the Customer’s Financial Assets with Subcustodians. ▇.▇. ▇▇▇▇▇▇ will make available on its website a list of Subcustodians. ▇.▇. ▇▇▇▇▇▇ may modify the list of Subcustodians from time to time upon notice to the Customer. ▇.▇. ▇▇▇▇▇▇ will use reasonable care in the selection, monitoring and continued appointment of such Subcustodians. In addition, ▇.▇. ▇▇▇▇▇▇ and each Subcustodian may deposit Securities with, and hold Securities in any Securities Depository on such terms as such Securities Depository customarily operates and the Customer will provide ▇.▇. ▇▇▇▇▇▇ with such documentation or acknowledgements that ▇.▇. ▇▇▇▇▇▇ may require to hold the Financial Assets in such Securities Depository.

(b)

Any agreement ▇.▇. ▇▇▇▇▇▇ enters into with a Subcustodian for holding ▇.▇. ▇▇▇▇▇▇’▇ customers assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor

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of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. ▇.▇. ▇▇▇▇▇▇ shall be responsible for all claims for payment of fees for safe custody or administration so that no Subcustodian exercises any claim for such payment against the Customer’s assets. Where a Subcustodian deposits Securities with a Securities Depository, ▇.▇. ▇▇▇▇▇▇ will cause the Subcustodian to identify on its records that the Securities deposited by the Subcustodian at such Securities Depository belong to ▇.▇. ▇▇▇▇▇▇, as agent. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by the Customer with any particular Subcustodian.

(c)

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

(d)

The term Subcustodian as used herein shall mean the following:

(i)

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

(ii)

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

(iii)

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

(e)

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

(f)

The term “securities depository” as used herein when referring to a

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securities depository located in the U.S. shall mean a “securities depository” as defined in rule 17f-4(c)(6).

5.2

Liability for Subcustodians

(a)

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

(i)

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

(ii)

the insolvency of any Affiliated Subcustodian.

(b)

Subject to Section 5.1(a) and ▇.▇. ▇▇▇▇▇▇’▇ duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by ▇.▇. ▇▇▇▇▇▇ in its oversight process, ▇.▇. ▇▇▇▇▇▇ will not be responsible for any losses (whether direct or indirect) incurred by the Customer that result from the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.

(c)

▇.▇. ▇▇▇▇▇▇ reserves the right to add, replace or remove Subcustodians. ▇.▇. ▇▇▇▇▇▇ will give prompt notice of any such action, which will be advance notice if practicable. Upon request by the Customer, ▇.▇. ▇▇▇▇▇▇ will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

6.	ADDITIONAL PROVISIONS

6.1

Representations of the Customer and ▇.▇. ▇▇▇▇▇▇

(a)

The Customer represents, warrants and covenants that (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use ▇.▇. ▇▇▇▇▇▇ as its custodian in accordance with the terms of this Agreement, to borrow money (either short term or intraday borrowings in order to settle transactions prior to receipt of covering funds), ▇▇▇▇▇ ▇ ▇▇▇▇ over Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; (ii) assuming execution and delivery of this Agreement by ▇.▇. ▇▇▇▇▇▇, this Agreement is the Customer’s legal, valid and binding obligation, enforceable against the Customer in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) it has not relied on any oral or written representation made by ▇.▇. ▇▇▇▇▇▇ or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of ▇.▇. ▇▇▇▇▇▇; (iv) it is a resident of the United States and shall

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

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

(b)

▇.▇. ▇▇▇▇▇▇ represents and warrants that: (i) assuming execution and delivery of this Agreement by the Customer, this Agreement is ▇.▇. ▇▇▇▇▇▇’▇ legal, valid and binding obligation; enforceable against ▇.▇. ▇▇▇▇▇▇ in accordance with its terms (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement; (iii) no legal or administrative proceedings have been instituted or threatened against ▇.▇. ▇▇▇▇▇▇ which would impair ▇.▇. ▇▇▇▇▇▇’▇ ability to perform its duties and obligations under this Agreement; and (iv) ▇.▇. ▇▇▇▇▇▇’▇ execution and performance of this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of ▇.▇. ▇▇▇▇▇▇ or any law or regulation applicable to ▇.▇. ▇▇▇▇▇▇.

6.2

The Customer is Liable to ▇.▇. ▇▇▇▇▇▇ Even if it is Acting for Another Person

If the Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in respect of any transaction, cash, or Financial Asset, ▇.▇. ▇▇▇▇▇▇ nevertheless will treat the Customer as its principal for all purposes under this Agreement. In this regard, the Customer will be liable to ▇.▇. ▇▇▇▇▇▇ as a principal in respect of any transactions relating to the Account.

The foregoing will not affect any rights ▇.▇. ▇▇▇▇▇▇ might have against the Customer’s principal or the other person envisaged by Section 2.1(a).

6.3

Special Settlement Services (including CLS Services)

(a)

▇.▇. ▇▇▇▇▇▇ may, but shall not be obliged to, make available to the Customer from time-to-time special settlement services (including CLS Services) for transactions involving Securities, cash, foreign exchange, and other instruments or contracts. The Customer acknowledges and agrees that CLS Services shall be provided utilising CLS Bank and shall be on such terms as CLS Bank sets for CLS Services. Further, the Customer agrees it will provide ▇.▇. ▇▇▇▇▇▇ with such documentation or assistance that ▇.▇. ▇▇▇▇▇▇ may require regarding utilisation of CLS Services and/or adhere with any requirement of CLS Bank.

(b)

▇.▇. ▇▇▇▇▇▇ reserves the right to: (i) reverse any debit or credit

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made for the purpose of effecting foreign exchange transactions using CLS Bank at its absolute discretion; and/or (ii) restrict in good faith the availability of CLS Services for credit, operational or market reasons. ▇.▇. ▇▇▇▇▇▇ will notify the Customer promptly of any such reversal or restriction and ▇.▇. ▇▇▇▇▇▇ will not be liable for any Liabilities resulting from any such reversal or restriction. The Customer acknowledges and agrees it will be responsible for any costs or Liabilities resulting from such reversal.

6.4

Information Concerning Deposits Held by ▇.▇. ▇▇▇▇▇▇ in the U.S

(a)

If the Customer’s Account is eligible for “pass through” deposit insurance from the Federal Deposit Insurance Corporation (the “FDIC”) as set forth in the Federal Deposit Insurance Act and 12 CFR § 330, then the Customer acknowledges and agrees that if ▇.▇. ▇▇▇▇▇▇ becomes insolvent or enters into receivership (hereinafter a “Bank Receivership”), the Customer will: (i) cooperate fully with ▇.▇. ▇▇▇▇▇▇ and the FDIC in connection with determining the insured status of funds in each Account, and (ii) provide the FDIC with the information that identifies each beneficial owner and its interest in the funds in each such Account within 24 hours of the Bank Receivership, unless it falls within one of the enumerated exceptions in 12 CFR 370.5(b). The information described in (b) must be sent to ▇.▇. ▇▇▇▇▇▇ in the format specified by the FDIC (see: ▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇.▇▇▇▇). ▇.▇. ▇▇▇▇▇▇ shall provide the Customer an opportunity to validate its capability to deliver the information described in (ii) in the format specified by the FDIC so that a timely calculation of deposit insurance coverage for the Account can be completed.

(b)

The Customer further acknowledges and agrees that following a Bank Receivership: (i) a hold will be placed on each Account once a receiver of ▇.▇. ▇▇▇▇▇▇ is appointed so that the FDIC can conduct the deposit insurance determination and such hold will not be released until the FDIC obtains the necessary data to enable the FDIC to calculate the deposit insurance coverage for each Account; (ii) its failure to provide the necessary data to the FDIC may result in a delay in receipt of insured funds and legal claims against the Customer from the beneficial owners of the funds in the applicable Account; and (iii) failure to provide the data the FDIC requires may result in the applicable Account being frozen until the information is received, delaying receipt of FDIC insurance proceeds.

(c)

Notwithstanding any other provisions in this Agreement, this section survives after the FDIC is appointed as ▇.▇. ▇▇▇▇▇▇’▇ receiver, and the FDIC is considered a third party beneficiary of this section.

6.5

Information Concerning Deposits at ▇.▇. ▇▇▇▇▇▇’▇ Non-U.S. Branches

(a)

Under U.S. federal law, deposit accounts that the Customer maintains in ▇.▇. ▇▇▇▇▇▇’▇ foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of ▇.▇. ▇▇▇▇▇▇’▇ liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.

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(b)

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

For further information about the compensation provided by the FSCS, refer to the FSCS website at ▇▇▇.▇▇▇▇.▇▇▇.▇▇. Further information is also available online at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇.

(c)

The Customer acknowledges and accepts that deposit accounts maintained under this Agreement at ▇.▇. ▇▇▇▇▇▇’▇ London Branch are intended to be used solely for purposes relating to the investment and asset servicing services contemplated by this Agreement, and the Customer agrees that it will not give Instructions to ▇.▇. ▇▇▇▇▇▇ to process payment transactions relating to those deposit accounts for any other purposes.

7.	WHEN ▇.▇. ▇▇▇▇▇▇ IS LIABLE TO CUSTOMER

7.1

Standard of Care; Liability

(a)

▇.▇. ▇▇▇▇▇▇ will use reasonable care in performing its obligations under this Agreement, ▇.▇. ▇▇▇▇▇▇ will not be responsible for any loss or damage suffered by the Customer or the Funds with respect to any matter as to which ▇.▇. ▇▇▇▇▇▇ has satisfied its obligation of reasonable care, unless the same results from an act of negligence, fraud, or willful misconduct on the part of ▇.▇. ▇▇▇▇▇▇ or any ▇.▇. ▇▇▇▇▇▇ Indemnitee (the “Standard of Care”).

(b)

▇.▇. ▇▇▇▇▇▇ will be liable for the Customer’s direct damages to the extent they result from ▇.▇. ▇▇▇▇▇▇’▇ failure to meet the Standard of Care in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under no circumstances will ▇.▇. ▇▇▇▇▇▇ be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred

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by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, or ▇.▇. ▇▇▇▇▇▇’▇ role as custodian.

(c)

The Customer will indemnify the ▇.▇. ▇▇▇▇▇▇ Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ by any third party in connection with or arising out of (i) ▇.▇. ▇▇▇▇▇▇’▇ performance under this Agreement, provided the ▇.▇. ▇▇▇▇▇▇ Indemnitees have acted in accordance with the Standard of Care in connection with the Liabilities in question, or (ii) any ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇’s status as a holder of record of the Customer’s Financial Assets. Nevertheless, the Customer will not be obligated to indemnify any ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ under the preceding sentence with respect to any liability for which ▇.▇. ▇▇▇▇▇▇ is liable under Section 5.2(a) of this Agreement.

(d)

The Customer agrees that ▇.▇. ▇▇▇▇▇▇ provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions that ▇.▇. ▇▇▇▇▇▇ reasonably believes is given by an Authorized Person, or make any suggestions to the Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise the Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; and (iv) evaluate or report to the Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which ▇.▇. ▇▇▇▇▇▇ is instructed to deliver Financial Assets or cash.

(e)

If Customer irrevocably acknowledges in writing that the ▇.▇. ▇▇▇▇▇▇ Indemnitees are entitled to indemnification, the Customer shall have the option to defend the ▇.▇. ▇▇▇▇▇▇ Indemnitees against any claim which may be the subject of this indemnification using counsel reasonably acceptable to ▇.▇. ▇▇▇▇▇▇, and in the event that the Customer so elects, it will so notify ▇.▇. ▇▇▇▇▇▇, and from that time forward Customer shall take over complete defense of the claim subject to the following:

(i)

If the Customer shall fail promptly to defend, or if after commencing or undertaking any such defense fails to prosecute or withdraws from such defense, ▇.▇. ▇▇▇▇▇▇ shall have the right to undertake the defense or settlement thereof, at the Customer’s expense;

(ii)

The Customer shall not have the right to defend the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ with respect to any claim (A) that seeks, in whole or in part, injunctive or other equitable relief against ▇.▇. ▇▇▇▇▇▇ or (B) that in ▇.▇. ▇▇▇▇▇▇’▇ reasonable judgment would otherwise materially and adversely affect the business, financial condition or results of operations of ▇.▇. ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇’▇ method of doing

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business, or ▇.▇. ▇▇▇▇▇▇’▇ reputation, or (C) with respect to which ▇.▇. ▇▇▇▇▇▇, acting reasonably, believes the Customer may not have the financial wherewithal to satisfy its obligations;

(iii)

In the event that any such claim gives rise to a right of indemnity in favor of ▇.▇. ▇▇▇▇▇▇ from at least one customer in addition to the Customer, the Customer shall not have the right to defend, but in such case, the Customer shall only bear a proportionate share of the defense costs as reasonably determined by ▇.▇. ▇▇▇▇▇▇.

(iv)

In the event Customer elects to assume the control of the defense of the claim, the ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ may participate in such proceeding and retain additional counsel but shall bear all fees and expenses of such retention of such counsel, unless (A) Customer specifically authorized the retention of such counsel, or (B) counsel to ▇.▇. ▇▇▇▇▇▇ acting reasonably, advises that there are issues which raise conflicts of interest between Customer and the ▇.▇. ▇▇▇▇▇▇ Indemnitees;

(v)

In the event Customer assumes control of any proceeding, Customer shall keep ▇.▇. ▇▇▇▇▇▇ notified of the progress of such proceeding and, upon request, consult with ▇.▇. ▇▇▇▇▇▇ and counsel. Customer will, upon request by ▇.▇. ▇▇▇▇▇▇, either pay in the first instance or reimburse ▇.▇. ▇▇▇▇▇▇ for any expense subject to indemnity hereunder. Customer shall consult with ▇.▇. ▇▇▇▇▇▇ regarding any proposed settlement or compromise of any claim and not settle or compromise any claim without the prior written consent of ▇.▇. ▇▇▇▇▇▇ unless (A) such settlement or compromise involves no admission of guilt, wrongdoing, or misconduct by the ▇.▇. ▇▇▇▇▇▇ Indemnitees, (B) such settlement or compromise fully releases the ▇.▇. ▇▇▇▇▇▇ Indemnitees from all liabilities and obligations with respect to the claim, (C) such settlement or compromise does not impose any obligations or restrictions on the ▇.▇. ▇▇▇▇▇▇ Indemnitees other than obligations to pay money that are subject to indemnity under this Agreement and in ▇.▇. ▇▇▇▇▇▇’▇ reasonable judgment does not adversely affect ▇.▇. ▇▇▇▇▇▇, and (D) Customer shall have paid or made arrangements reasonably satisfactory to ▇.▇. ▇▇▇▇▇▇ for payment of amounts payable by ▇.▇. ▇▇▇▇▇▇ in connection with such settlement. ▇.▇. ▇▇▇▇▇▇ shall in no case confess any claim or make any compromise in any case in which Customer will be asked to indemnify ▇.▇. ▇▇▇▇▇▇ except with the Customer’s prior written consent.

(f)

Under no circumstances will a Customer be liable for (i) any loss of profits (whether direct or indirect) or (ii) any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, resulting from Customer’s actions or omissions under this Agreement, provided that this Subsection 7.1(f) shall not apply to any Liability owing to a third party asserting a claim against ▇.▇. ▇▇▇▇▇▇ for which J.P.

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▇▇▇▇▇▇ is entitled to be indemnified under this Agreement.

(g)

▇.▇. ▇▇▇▇▇▇ shall indemnify the Customer Indemnitees against, and hold them harmless from, any direct Liabilities which may be imposed on, incurred by, or asserted against any of the Customer Indemnitees by any third party in connection with or arising out of (i) ▇.▇. ▇▇▇▇▇▇’▇ failure to meet the Standard of Care in the performance of its obligations or duties under this Agreement; (ii) the failure of a Subcustodian to meet the standard of care set forth in Section 5.2(a)(i) of this Agreement, or (iii) the insolvency of any Affiliated Subcustodian as set forth in Section 5.2(a)(ii) of this Agreement. Nevertheless, ▇.▇. ▇▇▇▇▇▇ will not be obligated to indemnify any Customer Indemnitee under the preceding sentence to the extent such Liability is described in Section 7.2(b) and not caused by ▇.▇. ▇▇▇▇▇▇’▇ breach of the Standard of Care, or to the extent that the Customer Indemnitees have acted with negligence, fraud, or willful misconduct in connection with the Liabilities in question.

7.2

Force Majeure

(a)

▇.▇. ▇▇▇▇▇▇ will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it is required by Applicable Law and that it determines from time to time meet reasonable commercial standards (“Business Continuity Plan”) Upon request, ▇.▇. ▇▇▇▇▇▇ shall provide the Customer with a summary of the Business Continuity Plan and shall discuss with the Customer any Business Continuity Plan of ▇.▇. ▇▇▇▇▇▇ and/or provide a high-level presentation summarizing such Plans.

(b)

▇.▇. ▇▇▇▇▇▇ will have no liability, however, for any damage, loss, expense or liability of any nature that the Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, malfunction of equipment or software (except where such malfunction is primarily and directly attributable to ▇.▇. ▇▇▇▇▇▇’▇ negligence in selecting, operating or maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of ▇.▇. ▇▇▇▇▇▇ (including without limitation, the non-availability of appropriate foreign exchange) (a “Force Majeure Event”), provided that ▇.▇. ▇▇▇▇▇▇ has notified the Customer promptly when it becomes aware of a specific occurrence or event and, subject to circumstances and uses commercially reasonable efforts to resolve the adverse effects of the specific occurrence or event.

7.3

▇.▇. ▇▇▇▇▇▇ May Consult With Counsel

▇.▇. ▇▇▇▇▇▇ will be entitled to rely on, and may act upon the advice of professional advisors in relation to matters of law, regulation or market practice (which may be the professional advisors of the Customer), and will not be liable to the Customer under this Agreement for any action taken or

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omitted pursuant to such advice provided that ▇.▇. ▇▇▇▇▇▇ has acted with reasonable care.

7.4

▇.▇. ▇▇▇▇▇▇ Provides Diverse Financial Services and May Generate Profits as a Result

The Customer hereby authorizes ▇.▇. ▇▇▇▇▇▇ to act under this Agreement notwithstanding that: (a) ▇.▇. ▇▇▇▇▇▇ or any of its divisions, branches or Affiliates may have a material interest in transactions entered into by the Customer with respect to the Account or that circumstances are such that ▇.▇. ▇▇▇▇▇▇ may have a potential conflict of duty or interest, including the fact that ▇.▇. ▇▇▇▇▇▇ or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of the activities listed herein and (b) ▇.▇. ▇▇▇▇▇▇ or any of its divisions, branches or Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of the Customer. ▇.▇. ▇▇▇▇▇▇ is not under any duty to disclose any such information.

7.5

Assets Held Outside ▇.▇. ▇▇▇▇▇▇’▇ Control

▇.▇. ▇▇▇▇▇▇ will not be obliged to (a) hold Financial Assets or cash with any person not agreed to by ▇.▇. ▇▇▇▇▇▇ or (b) register or record Financial Assets in the name of any person not agreed to by ▇.▇. ▇▇▇▇▇▇. Furthermore, ▇.▇. ▇▇▇▇▇▇ will not be obliged to register or record on ▇.▇. ▇▇▇▇▇▇’▇ records Financial Assets held outside ▇.▇. ▇▇▇▇▇▇’▇ control. If, however, the Customer makes any such request and ▇.▇. ▇▇▇▇▇▇ agrees to the request, the consequences of doing so will be at the Customer’s own risk. ▇.▇. ▇▇▇▇▇▇ shall not be liable for any losses incurred as a result and may be precluded from providing some of the services referred to in this Agreement (for example, and without limitation, income collection, proxy voting, class action litigation and Corporate Action notification and processing).

7.6

Ancillary Services

▇.▇. ▇▇▇▇▇▇ and its Subcustodians may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of Securities. Although ▇.▇. ▇▇▇▇▇▇ will use reasonable care (and cause its Subcustodians to use reasonable care) in the selection, monitoring and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.

8.	TAXATION

8.1

Tax Obligations

(a)

The Customer will pay or reimburse ▇.▇. ▇▇▇▇▇▇, and confirms that ▇.▇. ▇▇▇▇▇▇ is authorized to deduct from any cash received or credited to the Cash Account, any taxes or levies required by any revenue or governmental authority for whatever reason in respect of the Customer’s Accounts.

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(b)

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

(c)

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

(d)

The Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account; provided, however, that ▇.▇. ▇▇▇▇▇▇ will be responsible for any penalty or additions to tax due solely as a result of ▇.▇. ▇▇▇▇▇▇’▇ failure to act in accordance with the Standard of Conduct with respect to paying or withholding tax or reporting interest, dividend or other income paid or credited to the Cash Account.

8.2

Tax Relief Services

(a)

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

(b)

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

(c)

▇.▇. ▇▇▇▇▇▇ will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to the Customer from time to time and ▇.▇. ▇▇▇▇▇▇ may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered. Other than as expressly provided in this Section 8.2, ▇.▇. ▇▇▇▇▇▇

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will have no responsibility with regard to the Customer’s tax position or status in any jurisdiction.

(d)

▇.▇. ▇▇▇▇▇▇ may provide such other tax relief services as it and Customer may agree to separately in writing.

9.	TERMINATION

9.1

Termination

(a)

The initial term of this Agreement shall be for a period of three years following the date on which ▇.▇. ▇▇▇▇▇▇ commenced providing services under the Agreement (“Initial Term”). Following the Initial Term the Agreement will automatically renew for additional one year periods effective from the first anniversary of the date of the end of the Initial Term of this Agreement, unless and until a valid termination notice is given by the Customer, on behalf of one or more Funds, at least sixty (60) days prior to the applicable term or by ▇.▇. ▇▇▇▇▇▇ at least one hundred and eighty (180) days prior to the applicable term. Notwithstanding the above, in the event of the termination of the Fund Servicing Agreement or the Agency Services Agreement between ▇.▇. ▇▇▇▇▇▇ and the Customer, the Customer at any time may terminate this Agreement in whole or in part.

(b)

Notwithstanding Section 9.1(a):

(i)

Either party, at any time, may terminate this Agreement immediately without penalty on written notice to the other party in the event that a material breach of this Agreement, the Agency Services Agreement and/or the Fund Servicing Agreement by the other party has not been cured within thirty (30) days’ of that party being given written notice of the material breach unless the parties agree to extend the period to remedy the breach;

(ii)

Either party may terminate this Agreement immediately without penalty on written notice to the other party upon the other party being declared bankrupt, entering into a composition with creditors, obtaining a suspension of payment, being put under court controlled management or being the subject of a similar measure;

(iii)

▇.▇. ▇▇▇▇▇▇ may terminate this Agreement without penalty on sixty (60) days’ written notice to the Customer in the event that ▇.▇. ▇▇▇▇▇▇ reasonably determines that the Customer has ceased to satisfy ▇.▇. ▇▇▇▇▇▇’▇ customary credit requirements; and

(iv)

During the Initial Term of this Agreement, the Customer may terminate this Agreement at any time on sixty (60) days’ written notice to ▇.▇. ▇▇▇▇▇▇ upon payment of a termination fee, which shall be agreed to by Customer and ▇.▇. ▇▇▇▇▇▇.

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9.2

Exit Procedure

The Customer will provide ▇.▇. ▇▇▇▇▇▇ full details of the persons to whom ▇.▇. ▇▇▇▇▇▇ must deliver Financial Assets and cash within a reasonable period before the effective time of termination of this Agreement. ▇.▇. ▇▇▇▇▇▇ will act in accordance with all Instructions delivered to it by the Customer with respect to such delivery and transition of custody responsibilities to a successor custodian provided that such Instructions shall be reasonable and practicable and not in conflict with any provision of this Agreement. If the Customer fails to provide such details or instructions in a timely manner, ▇.▇. ▇▇▇▇▇▇ will continue to provide Services under this Agreement following the termination date and shall be entitled to continue to be paid fees under this Agreement until such time as it is able to deliver the Financial Assets and cash to its successor custodian, but ▇.▇. ▇▇▇▇▇▇ may take such steps as it reasonably determines to be necessary to protect itself following the effective time of termination, including ceasing to provide transaction settlement services in the event that ▇.▇. ▇▇▇▇▇▇ is unwilling to assume any related credit risk. ▇.▇. ▇▇▇▇▇▇ will in any event be entitled to deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, ▇.▇. ▇▇▇▇▇▇ will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse ▇.▇. ▇▇▇▇▇▇ promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination. Termination will not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

9.3

Appointment of Successor Custodian

If a successor custodian shall have been appointed by the Board, ▇.▇. ▇▇▇▇▇▇ shall, upon receipt of a notice of acceptance by the successor custodian, on such specified date of termination (i) deliver directly to the successor custodian (or any subcustodian appointed by successor custodian), all Financial Assets and Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned by ▇▇▇▇▇▇▇▇ and held by ▇.▇. ▇▇▇▇▇▇ as custodian, and (ii) transfer any Financial Assets and Securities held in a Book-Entry System or Securities Depository to an account of or for the benefit of Customer at the successor custodian (or any subcustodian appointed by successor custodian), provided that Customer shall have paid to ▇.▇. ▇▇▇▇▇▇ all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. In addition, to the extent customary in the industry, ▇.▇. ▇▇▇▇▇▇ shall, at the reasonable expense of Customer, transfer to such successor copies of all relevant books, records, correspondence, and other data established or maintained by ▇.▇. ▇▇▇▇▇▇ under this Agreement in a form reasonably acceptable to Customer (if such form differs from the form in which ▇.▇. ▇▇▇▇▇▇ has maintained the same, Customer shall pay any reasonable expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities.

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10.

MISCELLANEOUS

10.1

Notices

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

10.2

Successors and Assigns

This Agreement will be binding on each of the parties, successors and assigns, but the parties agree that neither party can assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; except ▇.▇. ▇▇▇▇▇▇ may assign this Agreement without the Customer’s consent to any Affiliate or subsidiary of ▇.▇. ▇▇▇▇▇▇. Notwithstanding the foregoing, ▇.▇. ▇▇▇▇▇▇ may not assign this Agreement under any circumstances without the prior approval of the Customer’s Board of Directors.

10.3

Entire Agreement

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

10.4

Insurance

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

10.5

Security Holding Disclosure

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

10.6

Regulatory Disclosure; Certain Information of the Customer

(a)

Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires ▇.▇. ▇▇▇▇▇▇ to implement

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reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT Act and ▇.▇. ▇▇▇▇▇▇’▇ identity verification procedures require ▇.▇. ▇▇▇▇▇▇ to obtain information which may be used to confirm the Customer’s identity, including, without limitation, the Customer’s name, address and organizational documents (“Identifying Information”). The Customer agrees to provide ▇.▇. ▇▇▇▇▇▇ with and consents to ▇.▇. ▇▇▇▇▇▇ obtaining from third parties any such Identifying Information required as a condition of opening an account with or using any service provided by ▇.▇. ▇▇▇▇▇▇.

(b)

The European Union’s Central Securities Depositories Regulation requires that ▇.▇. ▇▇▇▇▇▇ offer the Customer the choice of maintaining Financial Assets held through certain Securities Depositories in which ▇.▇. ▇▇▇▇▇▇ is a direct participant in omnibus or segregated accounts. As of the date of this Agreement, this choice is available with respect to the Customer’s Financial Assets held at Euroclear and Clearstream. Information on the Securities Depositories to which this choice is subject and the costs and risks associated with each option is available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇/▇▇/▇▇▇▇▇▇▇▇▇▇▇. In the absence of Instructions from the Customer to the contrary, its Financial Assets held in these Securities Depositories will be held in omnibus accounts.

(c)

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

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10.7

Governing Law and Jurisdiction

This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York will have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County will have sole and exclusive jurisdiction. Either of these courts will have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby.

10.8

Severability; Waiver; and Survival

(a)

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

(b)

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

(c)

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

10.09

Confidentiality

(a)

Subject to Clause 10.10(b) ▇.▇. ▇▇▇▇▇▇ will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Law, a regulator with jurisdiction over ▇.▇. ▇▇▇▇▇▇’▇ business, or with the consent of the Customer.

(b)

The Customer authorizes ▇.▇. ▇▇▇▇▇▇ to disclose Confidential Information as is reasonably necessary to provide relevant services to the Customer to:

(i)

its Affiliates and branches, any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy

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solicitor, issuer, or any other person that ▇.▇. ▇▇▇▇▇▇ believes it is reasonably required in connection with ▇.▇. ▇▇▇▇▇▇’▇ provision of relevant services under this Agreement, provided that ▇.▇. ▇▇▇▇▇▇ shall be liable to Customer if a Subcustodian or delegate (other than agents described in Section 7.6) discloses Confidential Information in a manner not permitted by this Section 10.11;

(ii)

its professional advisors, auditors or public accountants; and

(iii)

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

(c)

Except as otherwise required by Applicable Law or as needed to enforce the terms of this Agreement, the parties shall hold the terms and conditions, including, without limitation, any commercial terms, of this Agreement in confidence.

10.10

Counterparts

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

10.11

No Third Party Beneficiaries

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

10.12

Use of Names

▇.▇. ▇▇▇▇▇▇ shall not use the Customer’s name, specifically the name “Northern,” “Northern Funds” or “Northern Trust,” in any offering material, shareholder report, advertisement or other material relating to ▇.▇. ▇▇▇▇▇▇, other than for the purpose of merely identifying and describing the services provided to Customer hereunder, in a manner not approved by Customer in writing prior to such use; provided, however, that Customer shall consent to all uses of its name required by the SEC, any state securities commission, or any federal or state regulatory authority; and provided, further, that in no case shall such approval be unreasonably withheld.

10.13

Several Obligations of the Funds

This Agreement is executed on behalf of the Board as Trustees and not individually, and the obligations of this Agreement are not binding upon any of the Customer’s Trustees, officers or shareholders personally but are binding only upon the assets and property of the Customer. With respect to the obligations of each Fund arising hereunder, ▇.▇. ▇▇▇▇▇▇ shall look for payment or satisfaction of any such obligation solely to the assets of the Fund which such obligation relates as though ▇.▇. ▇▇▇▇▇▇ had separately contracted by separate written instrument with respect to each Fund, and in no event shall ▇.▇. ▇▇▇▇▇▇ have recourse, by set off or otherwise, to or against any assets of any other Fund.

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10.14

Redistribution of Data from Third Parties

The Reports and other output from the Services provided by ▇.▇. ▇▇▇▇▇▇ under this Agreement may contain data licensed from Information Providers. Such data is the intellectual property of those Information Providers and is subject to restrictions on use contained in the license agreement between the Information Provider and ▇.▇. ▇▇▇▇▇▇, which terms ▇.▇. ▇▇▇▇▇▇ cannot unilaterally change. ▇.▇. ▇▇▇▇▇▇ will notify the Customer of any such restrictions that may affect the Customer’s use of that data to the extent provided herein, and shall use reasonable efforts to notify the Customer if the Information Provider adds additional restrictions on the use of such data. The Customer acknowledges that its continued use of such data as provided herein shall constitute the Customer’s acceptance of the revised usage restrictions, provided, however, that any redistribution of such data or information derived therefrom may require a separate license from the relevant Information Providers.


NORTHERN FUNDS		JPMORGAN CHASE BANK, N.A.

By:		By:


Name:	▇▇▇▇▇ ▇ ▇’▇▇▇▇▇▇	Name:	▇▇▇▇ ▇▇▇▇▇▇▇

Title:	President	Title:	Executive Director

Date:	June 18, 2025	Date:	June 18, 2025

NTAC:3NS-20


	Appendix 1-A

	Information Regarding Country Risk

	1.	To aid Customer in its determinations regarding Country Risk, ▇.▇. ▇▇▇▇▇▇ shall furnish annually, or as requested by the Board of Trustees of the Trust, and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):

		A	Opinions of local counsel concerning:

			_X_	i.	Whether applicable foreign law would restrict the access afforded Customer’s independent public accountants to books and records kept by an eligible foreign custodian located in that country.

			_x_	ii.	Whether applicable foreign law would restrict Customer’s ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.

			_x_	iii.	Whether applicable foreign law would restrict Customer’s ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.

		B.	Written information concerning:

			_X_	i.	The foreseeability of expropriation, nationalization, freezes, or confiscation of Customer’s Financial Assets.

_x_	ii.				Whether difficulties in converting Customer’s cash and cash equivalents to U.S. dollars are reasonably foreseeable.

		C.	A market report with respect to the following topics:

			(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and

			(vi) depositories (including depository evaluation), if any.

	2.	To aid Customer in monitoring Country Risk, ▇.▇. ▇▇▇▇▇▇ shall furnish board the following additional information:

			Market flashes, including with respect to changes in the information in market reports

NTAC:3NS-20

SCHEDULE 1

Form of Board Resolution

To: JPMorgan Chase Bank, N.A.

We hereby certify that the following is a true copy of the minutes of the Board of Trustees of Northern Funds (the “Company”) which was duly called and held on [date] and at which a duly qualified quorum was present throughout and entitled to vote.

RESOLVED, that the Board of Trustees (the “Board”) of Northern Funds (the “Trust”), having requested and received such information as it believes to be reasonably necessary to evaluate and consider the Global Custody Agreement between the Trust and ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇, N.A. (“▇.▇. ▇▇▇▇▇▇”), (the “Custody Agreement”) pursuant to which ▇.▇. ▇▇▇▇▇▇ shall act as custodian of the securities and cash owned by the Trust upon the terms and conditions and for the compensation provided therein, hereby approves the Custody Agreement presented at this meeting; and it is

FURTHER RESOLVED, that the Board hereby authorizes and directs the officers of the Trust to execute and deliver the Custody Agreement, substantially in the form presented at this meeting, containing such changes, additions or deletions as such officers may determine, with the advice of counsel, to be necessary or appropriate and evidenced by the execution and delivery of the Custody Agreement; and it is

FURTHER RESOLVED, that the Board determines, pursuant to Rule 17f-5 under the Investment Company Act of 1940, as amended (“1940 Act’’), that it is reasonable to rely on a delegate to perform the responsibilities with respect to placing and maintaining the Trust’s Foreign Assets in the care of an Eligible Foreign Custodian (as such terms are defined in Rule 17f-5 under the 1940 Act), and hereby approves the delegation of such responsibilities to ▇.▇. ▇▇▇▇▇▇; and it is

FURTHER RESOLVED, that the Board delegates to Northern Trust Investments, Inc. (the “Adviser”) the responsibility for receiving information regarding custody arrangements from ▇.▇. ▇▇▇▇▇▇ and transmitting material information (excluding any material changes in the Trust’s foreign custody arrangements) to the Board, consistent with its oversight responsibility; and it is

FURTHER RESOLVED, that the Board, pursuant to Rule 17f-7 under the 1940 Act, delegates to the Adviser the authority to decide whether to place and maintain the Trust’s assets with an Eligible Securities Depository (as such term is defined in Rule 17f- 7 under the 1940 Act), subject to the oversight of the Board.

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

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

*Name of Company in full.

NTAC:3NS-20

ANNEX A

Electronic Access

1. ▇.▇. ▇▇▇▇▇▇ may permit the Customer and its Authorized Persons to access certain electronic systems, applications and Data (as defined below) in connection with the Agreement (collectively, the “Products”). ▇.▇. ▇▇▇▇▇▇ may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. ▇.▇. ▇▇▇▇▇▇ shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if ▇.▇. ▇▇▇▇▇▇ determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products ls at risk. Access to the Products shall be subject to the Security Procedures.

2. In consideration of the fees paid by the Customer to ▇.▇. ▇▇▇▇▇▇ and subject to any applicable software license addendum in relation to ▇.▇. ▇▇▇▇▇▇-owned or sublicensed software provided for a particular application and Applicable Law, ▇.▇. ▇▇▇▇▇▇ grants to the Customer a non-exclusive, non· transferable, limited and revocable license to use the Products and the information and data made available through the Products (the “Data”) for the Customer’s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex.

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

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

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

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

NTAC:3NS-20

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

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

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

NTAC:3NS-20

ANNEX B

Availability Policy and Schedule - U.S. Accounts Held with JPMorgan Chase Bank, N.A. for U.S. Custody Clients

J.P. Morgan will make funds available on U.S. dollar deposits to account held in the U.S. by JPMorgan Chase Bank, N.A. on the same or next business day after the day of deposit depending on the type of deposit and in accordance with the below:

Determining the Day of Deposit: If a deposit is made to an account on a business day before the cut-off time established for that deposit channel (as outlined below) then J.P. Morgan will consider that day to be the day of deposit. However, if a deposit is made after the cut-off time or on a day that is not a business day, then J.P. Morgan will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal banking holidays. Availability with respect to any deposit will be determined by how the deposit was received. Please note that J.P. Morgan may be unable to process a deposit in accordance with this availability schedule if required final beneficiary details are not provided, correctly formatted with the deposit.

Deposit channels and cut-off times for U.S. Custody clients

Wire Transfers: 5:30pm ET NY Time

Checks: 12:00pm ET or 12:00pm CT depending upon location to which check is sent.

Same Day Availability: Funds from the following deposits will be made available on the day of deposit:

•

Wire transfers

•

U.S. Dollar denominated checks drawn on accounts held with JPMorgan Chase Bank, N.A. in the U.S.

Next Day Availability: Funds from the following deposits will be made available on the first business day after the day of deposit:

•

All U.S. Dollar denominated checks that are payable to the Client drawn on banks other than JPMorgan Chase Bank, N.A. in the U.S.

This Availability Policy and Schedule may be changed without notice and such updated materials will be made available to you on J.P. Morgan Markets, Market Intelligence and by our newsflash distribution for subscribers.

Note: Separate availability policies and schedules are applicable for U.S. dollar accounts held with other lines of business within J.P. Morgan in the U.S, or where clients have subscribed to deposit services outside U.S. Custody.

NTAC:3NS-20

CUSTODY AGREEMENT

APPENDIX A

LIST OF FUNDS

Northern Trust Short-Term Tax-Exempt Bond ETF

Northern Trust Intermediate Tax-Exempt Bond ETF

Northern Trust Tax-Exempt Bond ETF

Northern Trust 2030 Tax-Exempt Distributing Ladder ETF

Northern Trust 2035 Tax-Exempt Distributing Ladder ETF

Northern Trust 2045 Tax-Exempt Distributing Ladder ETF

Northern Trust 2055 Tax-Exempt Distributing Ladder ETF

Northern Trust 2030 Inflation-Linked Distributing Ladder ETF

Northern Trust 2035 Inflation-Linked Distributing Ladder ETF

Northern Trust 2045 Inflation-Linked Distributing Ladder ETF

Northern Trust 2055 Inflation-Linked Distributing Ladder ETF

NTAC:3NS-20



Certificate Of Completion

Envelope Id: D03DB102-A10D-447E-A568-B7AB267BAFE8		Status: Completed

Subject: Complete with Docusign: Northern Funds Trust - Global Custody Agreement (Execution Version)(103...

templateName:

applicationTia:

requestld:

processEnvelopeEvents:

businessUnit:

Source Envelope:

Document Pages: 45	Signatures: 1	Envelope Originator:

Certificate Pages: 4	Initials: 0	Himanshu Surti

AutoNav: Enabled		50 S La Salle St

Envelopeld Stamping: Enabled		Chicago, IL 60603

Time Zone: (UTC-06:00) Central Time (US & Canada)		hss6@ntrs.com

		IP Address: 170.85.10.105



Record Tracking

Status: Original	Holder: Himanshu Surti	Location: DocuSign

18-Jun-25 I 18:20	hss6@ntrs.com



Signer Events	Signature	Timestamp

Kevin P O’Rourke kpo1@ntrs.com		Sent: 18-Jun-25 I 18:23 Viewed: 18-Jun-25 I 19:22
Kevin P O’Rourke kpo1@ntrs.com		Sent: 18-Jun-25 I 18:23 Viewed: 18-Jun-25 I 19:22

President		Signed: 18-Jun-25 I 19:28

Northern Trust Investments

Security Level: Email, Account Authentication	Signature Adoption: Pre-selected Style
(None)	Using IP Address: 170.85.9.34

Electronic Record and Signature Disclosure:

Accepted: 18-Jun-25 I 19:22

ID: 6370d0ea-0a0b-42f8-9c1f-ed574aa87c73



In Person Signer Events	Signature	Timestamp



Editor Delivery Events	Status	Timestamp



Agent Delivery Events	Status	Timestamp



Intermediary Delivery Events	Status	Timestamp



Certified Delivery Events	Status	Timestamp



Carbon Copy Events	Status	Timestamp



Witness Events	Signature	Timestamp



Notary Events	Signature	Timestamp



Envelope Summary Events	Status	Timestamps

Envelope Sent	Hashed/Encrypted	18-Jun-25 I 18:23

Certified Delivered	Security Checked	18-Jun-25 I 19:22

Signing Complete	Security Checked	18-Jun-25 I 19:28

Completed	Security Checked	18-Jun-25 I 19:28



Payment Events	Status	Timestamps



Electronic Record and Signature Disclosure

Electronic Record and Signature Disclosure created on: 25-Aug-22 I 09:29

Parties agreed to: Kevin P O’Rourke

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

Described below are the terms and conditions that apply when you electronically sign agreements with and obtain disclosures and documents for The Northern Trust Company or one of its affiliates (“we” or “us” or “Northern Trust”) through the DocuSign, Inc., electronic signing system (“DocuSign”). Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ‘I agree’ button at the bottom of this document.

Agreements and documents will be sent to you electronically

Your consent regarding obtaining disclosures electronically through DocuSign will apply only to the disclosures that are provided with the agreement you are signing with us.

Getting paper copies

At any time, you may request from us a paper copy of any agreement, disclosure or document provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after the documents are first sent to you.

Withdrawing your consent

If you decide to no longer sign agreements or to obtain disclosures and documents with us through DocuSign, you may stop using the service and ask us to provide the documents to you using a different method. There is no fee for withdrawing your consent. To inform us that you no longer want to receive future agreements, disclosures and documents to sign electronically you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to your Northern Trust contact and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. We do not need any other information from you to withdraw consent.

How to contact The Northern Trust Company:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to your Northern Trust contact.

To advise Northern Trust Company of your new e-mail address

To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must inform your Northern Trust Contact or send you request to your Northern Trust contact. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system.

To request paper copies from Northern Trust Company

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must inform your Northern Trust contact.

Required hardware and software

Operating

Systems:

Windows^® 2000, Windows^® XP, Windows Vista^®; Mac OS^® X



Browsers:		Final release versions of Internet Explorer^® 6.0 or above (Windows only); Mozilla Firefox 2.0 or above (Windows and Mac); Safari^™ 3.0 or above (Mac only)

PDF Reader:		Acrobat^® or similar software may be required to view and print PDF files. https://get.adobe.com/reader/

Screen Resolution:		800 x 600 minimum

Enabled Security Settings:		Allow per session cookies

** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported.

Acknowledging your access and consent to receive materials electronically

To confirm to us that you can access this information electronically, which will be similar to electronic agreements, disclosures and documents that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving agreements, disclosures and documents in electronic format on the terms and conditions described above, please let us know by clicking the ‘I agree’ button below.

By checking the ‘I Agree’ box, I confirm that:

•

I can access and read this ELECTRONIC RECORD AND SIGNATURE DISCLOSURE document;

•

I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access;

•

I can access and read this ELECTRONIC RECORD AND SIGNATURE DISCLOSURE document;

If the governing law, jurisdiction, or venue for dispute resolution are not specified in the document I am signing, when I electronically sign agreements with The Northern Trust Company or one of its foreign branches or affiliates, I agree that (1) the enforceability of my electronic signature is governed by the laws of Illinois, or in the case of an agreement with such a foreign branch or affiliate, the jurisdiction in which such foreign branch or affiliate is located (the “Electronic Signature Jurisdiction”), and (2) all suits, actions, or other proceedings with respect to, arising out of, or in connection with such electronic signature shall be subject to litigation in courts having situs within or jurisdiction over the Electronic Signature Jurisdiction, and I consent and submit to the jurisdiction of any such court.

GLOBAL CUSTODY AGREEMENT BETWEEN NORTHERN FUNDS A N D JPMORGAN CHASE BANK, N.A. SECURITIES SERVICES jpmorgan.com

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