EX-99.(G)(1) 4 d727700dex99g1.htm GLOBAL CUSTODY AGREEMENT DATED MAY 7, 2014 GLOBAL CUSTODY AGREEMENT

EX-99.(G)(1) 4 d727700dex99g1.htm GLOBAL CUSTODY AGREEMENT DATED MAY 7, 2014

GLOBAL CUSTODY AGREEMENT

TABLE OF CONTENTS

1.      INTENTION OF THE PARTIES; DEFINITIONS			1
1.1		Intention of the Parties			1
1.2		Definitions			1
2.      WHAT BANK IS REQUIRED TO DO			4
2.1		Set Up Accounts			4
2.2		Cash Account			4
2.3		Segregation of Assets; Nominee Name			4
2.4		Settlement of Trades			5
2.5		Contractual Settlement Date Accounting			6
2.6		Actual Settlement Date Accounting			6
2.7		Income Collection (Autocredit®)			6
2.8		Certain Ministerial Acts			7
2.9		Corporate Actions			7
2.10		Class Action Litigation			8
2.11		Proxies			8
2.12		Statements and Information Available On-Line and other Reports			10
2.13		Access to Bank’s Records			10
2.14		Maintenance of Financial Assets at Subcustodian Locations			11
2.15		Tax Relief Services			11
2.16		[RESERVED]			11
2.17		[RESERVED]			11
2.18		[RESERVED]			11
2.19		Restricted Markets			11
2.20		Compliance with SEC rule 17f-5			11
2.21		Compliance with SEC rule 17f-7			13
2.22		Notifications			14
3.      INSTRUCTIONS			14
3.1		Acting on Instructions; Unclear Instructions			14
3.2		Verification and Security Procedures			15
3.3		Instructions; Contrary to Law/Market Practice			15
3.4		Cut-off Times			15

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3.5		Electronic Access			15
4.      FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK			15
4.1		Fees and Expenses			15
4.2		Overdrafts			16
4.3		Bank’s Right Over Securities; Set-off			16
5.      SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS			18
5.1		Appointment of Subcustodians; Use of Securities Depositories			18
5.2		Liability for Subcustodians			20
5.3		Use of Agents			20
6.      ADDITIONAL PROVISIONS RELATING TO CUSTOMER			21
6.1		Representations of Customer and Bank			21
6.2		Customer to Provide Certain Information to Bank			21
6.3		Customer is Liable to Bank Even if it is Acting for Another Person			21
7.      WHEN BANK IS LIABLE TO CUSTOMER			22
7.1		Standard of Care; Liability			22
7.2		Force Majeure			23
7.3		Bank May Consult With Counsel			23
7.4		Bank Provides Diverse Financial Services and May Generate Profits as a Result			23
8.      TAXATION			24
8.1		Tax Obligations			24
8.2		Tax Relief Services			24
9.      TERMINATION			25
9.1		Termination			25
9.2		Appointment of Successor Custodian			25
10.    MISCELLANEOUS			26
10.1		Notices			26
10.2		Successors and Assigns			26
10.3		Interpretation			26
10.4		Entire Agreement			27
10.5		Information Concerning Deposits at X.X. Xxxxxx’x Non-US Branch			27
10.6		Insurance			27
10.7		Governing Law and Jurisdiction			27
10.8		Severability; Waiver; and Survival			27
10.9		Counterparts			28

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10.10		Security Holding Disclosure			28
10.11		USA Patriot Act Disclosure			28
10.12		Confidentiality			28
10.13		No Third Party Beneficiaries			29
10.14		Several Obligations of the Funds			29
SCHEDULE A			31
SCHEDULE B			32
SCHEDULE C			33
SCHEDULE D			40
ANNEX A Electronic Access			43
APPENDIX 1 Information Regarding Country Risk			45
APPENDIX 2 List of Subcustodians			47
APPENDIX 3 List of Securities Depositories			59

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GLOBAL CUSTODY AGREEMENT

This Agreement dated as of May 7, 2014 is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000; and X.X. XXXXXX EXCHANGE–TRADED FUND TRUST (the “Trust”) severally and on behalf of its series listed on Schedule A hereto, (each, a “Fund” and together the “Funds”), as may be amended from time to time, with a place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. For purposes of this Agreement, each individual Fund is a separate “Customer.”

1. INTENTION OF THE PARTIES; DEFINITIONS

1.1 Intention of the Parties.

(a) This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer. Bank will be responsible for the performance of only those Securities custody duties that are set forth in this Agreement. Customer acknowledges that Bank is not providing any legal, tax or investment advice in connection with the services hereunder.

(b) Investing in foreign markets may be a risky enterprise. The holding of Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special considerations. Bank will not be liable for any loss that results from the general risks of investing or Country Risk.

1.2 Definitions.

(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, Bank.

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

“Applicable Laws” means the applicable laws in force in the United States, including the Investment Company Act of 1940 (“1940 Act”); the Investment Advisers Act of 1940, as amended; the Securities Act of 1933, as amended (“1933 Act”) and the Securities Exchange Act of 1934, as amended (“1934 Act”) as well as 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 Customer (or by any agent designated by Customer, including, without limitation, an investment manager) to act on behalf of Customer hereunder. Such persons will continue to be Authorized Persons until such time as Bank receives Instructions from Customer (or its agent) that any such person is no longer an Authorized Person.

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

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

“Business Day” means a day on which the Bank is generally open for business.

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

“Confidential Information” means and includes all non public information concerning the Customer or the Accounts which Bank 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 Bank’s breach of the terms of this Agreement or information that Bank obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidentiality to any person with respect to that information.

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that require discretionary action by the holder, but does not include proxy solicitations.

“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 and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

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

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

“Instructions” means any instructions that have been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which Bank reasonably believes to have been given by an Authorized Person.

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

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“Overdraft” means any Liabilities that result in the Transfer Accounts being overdrawn.

“Securities” means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. “Securities” also means 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 Bank for the Securities Account.

“Securities Account” means each Securities custody account on Bank’s records to which Financial Assets are or may be credited pursuant hereto.

“Securities Depository” has the meaning set forth in Section 5.1 of this Agreement.

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

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

“Security Procedure” means security procedures to be followed by Customer upon the issuance of an Instruction and/or by Bank upon the receipt of an Instruction, so as to enable Bank to verify that such Instruction is authorized, 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 and telephone call backs. Customer acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of 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.

“Services” means the Custody Services provided under the Agreement.

“Subcustodian” has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.

“Transfer Agent” as used in Section 4.3 means JPMorgan Chase Bank, NA, in its capacity as transfer agent, or any successor transfer agent appointed by the Customer.

“Transfer Accounts” means the clearing account(s), if any, listed on Schedule B hereto used to concentrate cash for the Customers so that monies transferring into and out of such clearing account(s) can be made as a single net payment or receipt by the Bank.

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“Transfer Account Liabilities” means with respect to a given Customer that portion of any Overdraft, obligation, or other Liabilities arising under any of the Transfer Accounts that are attributable to transactions relating to that Customer, including purchases and redemptions of shares of that Customer.

(b) All terms in the singular will have the same meaning in the plural unless the context otherwise provides and visa versa.

2. WHAT BANK IS REQUIRED TO DO

2.1 Set Up Accounts.

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

(i) a Securities Account in the name of Customer for Financial Assets, which may be received by or on behalf of Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and

(ii) an account in the name of Customer (“Cash Account”) for any and all cash in any currency received by or on behalf of Bank for the account of Customer.

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

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

2.2 Cash Account.

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

2.3 Segregation of Assets; Nominee Name.

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

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

(c) Bank is authorized, in its discretion,

(i) to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form;

(ii) to hold Securities in or deposit Securities with any Securities Depository, settlement system or dematerialized book entry or similar systems; and

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

(d) Bank is authorized, when directed to do so by Customer, to hold Financial Assets at third parties and to register Financial Assets in broker “street name” or in the name of other third parties (or their nominees). Notwithstanding Section 7.1, Bank shall have no liability for any loss of Financial Assets or other damages resulting from holding or registering Financial Assets as long as Bank correctly follows Customer’s Instructions in doing so.

Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and will accept delivery of Financial Assets of the same class and denomination as those with Bank or its Subcustodian.

(e) In the event that Customer requests the opening of any additional Account for the purpose of holding collateral pledged by Customer to a securities exchange, clearing corporation or other central counterparty (a “Counterparty”) to secure trading activity by 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 the Bank and the Counterparty in addition to the terms of this Agreement to the extent applicable.

2.4 Settlement of Trades.

When Bank receives an Instruction directing settlement of a transaction in Financial Assets that includes all information required by Bank, Bank will use reasonable care to effect such settlement as instructed. Settlement of transactions in Financial Assets will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the risk of loss will be Customer’s whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customer’s counterparty (or other appropriate party) to deliver the expected consideration as agreed, Bank will contact the counterparty to seek settlement, but Bank will not be obligated to institute legal proceedings, file a proof of claim in any insolvency proceeding, or take any similar action.

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2.5 Contractual Settlement Date Accounting.

(a) Bank will effect book entries on a “contractual settlement date accounting” basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement date accounting and will notify Customer of those markets from time to time.

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

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

Bank reserves the right to restrict in good faith the availability of contractual settlement date accounting for credit or operational reasons.

(b) Bank may (in its absolute discretion) upon oral or written notification to Customer reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction’s actual settlement, and Customer will be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer pursuant to this sub-section.

2.6 Actual Settlement Date Accounting.

With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank will post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.

2.7 Income Collection (Autocredit®).

(a) Bank will credit the Cash Account with income and redemption proceeds on Financial Assets in accordance with the times notified by Bank from time to time on or after the anticipated payment date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets will be credited only after actual receipt and reconciliation. Bank may reverse such credits upon oral or written notification to Customer that Bank believes that the corresponding payment will not be received by Bank within a reasonable period or such credit was incorrect.

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(b) Bank will make good faith efforts in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank 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 Certain Ministerial Acts.

Until Bank receives Instructions to the contrary, Bank will:

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

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

(c) exchange interim or temporary documents of title for Financial Assets held in the Securities Account for definitive documents of title; and

(d) provide information concerning the Accounts to Subcustodians, Securities Depositories, counterparties, issuers of Financial Assets, governmental entities, securities exchanges, self-regulatory entities, and similar entities to the extent required by Applicable Law or as may be required in the ordinary course by market practice or otherwise in order to provide the services contemplated by this Agreement.

2.9 Corporate Actions.

(a) Bank will notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Bank’s central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Bank does not commit, however, to provide information concerning Corporate Actions relating to Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian.

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

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(c) Bank may sell or otherwise dispose of fractional interests in Financial Assets arising out of a Corporate Action or class action litigation and, to the extent necessary to protect Customer’s interest in that Corporate Action or class action, credit the Cash Account with the proceeds of the sale or disposition. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this sub-section.

(d) Notices of Corporate Actions and class actions dispatched to Customer may have been obtained from sources which Bank does not control and may have been translated or summarized. Although Bank believes such sources to be reliable, Bank has no duty to verify the information contained in such notices nor the faithfulness of any translation or summary and therefore does not guarantee its accuracy, completeness or timeliness, and shall not be liable to Customer for any loss that may result from relying on such notice.

2.10 Class Action Litigation.

Any notices received by Bank’s corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications.

2.11 Proxies.

(a) Subject to and upon the terms of this sub-section, Bank will provide Customer with information which it receives on matters to be voted upon at meetings of holders of Financial Assets (“Notifications”), and Bank will act in accordance with Customer’s Instructions in relation to such Notifications (“the active proxy voting service”). If information is received by Bank at its proxy voting department too late to permit timely voting by Customer, Bank’s only obligation will be to provide, so far as reasonably practicable, a Notification (or summary information concerning a Notification) on an “information only” basis.

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

(c) Bank will act upon Instructions to vote on matters referred to in a Notification, provided Instructions are received by Bank at its proxy voting department by the deadline referred to in the relevant Notification. If Instructions are not received in a timely manner, Bank will not be obligated to provide further notice to Customer and shall not be obliged to vote. It is Customer’s obligation to monitor the agreed upon means of providing Notifications to determine if new Notifications have been received.

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(d) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank will attempt in good faith to provide accurate and complete Notifications, whether or not translated.

(e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service (“information”) are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer will not make any use of such information except in connection with the active proxy voting service.

(f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank will not provide Notifications to Customer but will endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank to take timely action (the “passive proxy voting service”).

(g) Customer acknowledges that the provision of proxy voting services (whether active or passive) 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) Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian;

(iv) in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting;

(v) local market regulations or practices, or restrictions by the issuer;

(vi) Bank may be required to vote all shares held for a particular issue for all of Bank’s customers on a net basis (i.e. a net yes or no vote based on voting instructions received from all its customers). Where this is the case, Bank will inform Customer by means of the Notification.

(h) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements, in performing active or passive voting proxy services Bank will be acting solely as the agent of Customer, and will not exercise any discretion, with regard to such proxy services or vote any proxy except when directed by an Authorized Person.

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2.12 Statements and Information Available On-Line and other Reports.

(a) Bank will send, or make available on-line, to Customer, at times mutually agreed upon, a formal statement of account in Bank’s standard format for each Account maintained by Customer with Bank, identifying the Financial Assets and cash held in each Account (each such statement a “Statement of Account”). Additionally, Bank will send (or make available on-line to) Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any Statement of Account or any such advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within sixty (60) days of receipt of the Statement of Account, provided such matter is not the result of Bank’s negligence, willful misconduct or bad faith. References in this Agreement to Statements of Account include Statements of Account in electronic form.

(b) Prices and other information obtained from third parties which may be contained in any Statement of Account or other statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets.

(c) Customer acknowledges that, except for Statements of Account or as otherwise expressly agreed by Bank, records and reports available to it on-line may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports accessed on-line.

(d) Upon written request, Bank will supply a copy of its current SAS 70 Report to Customer. Upon written request, Bank shall provide Customer with information about Bank’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

2.13 Access to Bank’s Records.

Bank shall create and maintain records relating to its activities and obligations under this Agreement in such manner as will aid Customer in fulfilling its obligations under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer’s duly authorized officers, employees, and agents, including Customer’s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of the Bank to such records. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer’s independent public accountants, reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.

In addition, the Bank shall cooperate with and supply necessary information to the entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. The Bank shall take all such reasonable actions as a Customer may from time to time request to

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enable a Customer to obtain, from year to year, favorable opinions from the Customer’s independent accountants with respect to the Bank’s activities hereunder in connection with (i) the preparation of any registration statement of a Customer and of a Customer’s reports on Form N-SAR and any other reports required by the SEC, and (ii) the fulfillment by the Customer of any other requirements of the SEC.

2.14 Maintenance of Financial Assets at Subcustodian Locations.

(a) Unless Instructions require another location acceptable to Bank, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are otherwise held. Bank reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Appendix 2 to this Agreement, as in effect from time to time.

(b) Bank will not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities and/or cash with or register or record Securities in the name of a person not chosen by Bank and Bank agrees to do so, the consequences of doing so are at Customer’s own risk and Bank (i) will not be liable therefor and (ii) may not provide services under this Agreement with respect to Securities or cash so held, including, without limitation, services provided under Sections 2.8, 2.9, 2.11, and 8.2.

2.15 Tax Relief Services.

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

2.16 [RESERVED.]

2.17 [RESERVED.]

2.18 [RESERVED.]

2.19 Restricted Markets.

The Bank reserves the right to restrict the services it provides in certain markets it determines are restricted markets from time to time. A current list of these markets, and a summary of the related restrictions, is set forth on Schedule D hereto. The Bank may update Schedule D from time to time upon prompt notice to Customer.

2.20 Compliance with rule 17f-5 (“rule 17f-5”).

(a) Customer’s board of directors (or equivalent body) (hereinafter “Board”) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is

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defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and Cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).

(b) In connection with the foregoing, Bank 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);

(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 requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and Cash based on the standards applicable to custodians in the relevant market and complies with the requirements of Rule 17f-5(c)(2) with respect to the provisions of the contract.

(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 Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care, it shall withdraw the Customer’s Financial Assets and cash as soon as reasonably practicable, place such Financial Assets and cash with another Eligible Foreign Custodian in that country and notify Customer of such actions; however in the event that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank 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.

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Subject to (b)(i)-(v) above, Bank 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 Bank.

(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) Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank’s 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 Bank to perform as Customer’s Foreign Custody Manager (ii) or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.

(e) Bank 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) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information unless such inaccuracy or incomplete information is the result of the Bank’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties and obligations under this Section 2.20.

2.21 Compliance with rule 17f-7 (“rule 17f-7”)

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

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(b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.21(a) above. Bank represents to Customer that it is a “Primary Custodian as defined in rule 17f-7(b)(2).

(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Appendix 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Appendix 3 hereto, and as the same may be amended on notice to Customer from time to time.)

2.22 Notifications.

If Customer has agreed to access information concerning the Accounts through Bank’s website, Bank may make any notifications required under this Agreement by posting such notification on the website (except for the notices discussed in Section 10.1).

3. INSTRUCTIONS

3.1 Acting on Instructions; Unclear Instructions.

(a) Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer will indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement.

(b) Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded.

(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank will not be liable for any loss arising from any reasonable delay in carrying out any such Instruction while it seeks such clarification or confirmation or in declining to act upon any Instruction for which it does not receive clarification satisfactory to it.

(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency between the name and identifying number of any party in payment orders issued to Bank in Customer’s name.

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3.2 Verification and Security Procedures.

(a) Bank and 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.

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

3.4 Cut-off Times.

Bank has established cut-off times for receipt of some categories of Instruction, which will be made available to Customer. If Bank receives an Instruction after its established cut-off time, Bank will attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day. Bank will provide Customer with reasonable prior notice of any changes to the cut-off times previously communicated to Customer.

3.5 Electronic Access.

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

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK

4.1 Fees and Expenses.

Customer will pay Bank for its services hereunder the fees set forth in Schedule C hereto or such other amounts as may be agreed upon in writing from time to time, together with Bank’s reasonable out-of-pocket or incidental expenses, including, but not limited to, legal fees and tax or related fees incidental to processing by governmental authorities, issuers, or their agents. Customer authorizes Bank to deduct amounts owing to it from the Cash Account, for any such fees or expenses from time to time in arrears.

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4.2 Overdrafts.

If a debit to any currency in the Cash Account results (or will result) in a debit balance, then Bank may, in its discretion, (i) advance an amount equal to the overdraft, (ii) or refuse to settle in whole or in part the transaction causing such debit balance, or (iii) if any such transaction is posted to the Securities Account, reverse any such posting. If Bank elects to make such an advance, the advance will be deemed a loan to Customer, payable on demand, bearing interest at the applicable rate charged by Bank from time to time, for such overdrafts, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar overdrafts available from time to time. No prior action or course of dealing on Bank’s part with respect to the settlement of transactions on Customer’s behalf will be asserted by Customer against Bank for Bank’s refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.

4.3 Bank’s Right Over Securities; Set-off.

(a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account as security for any and all amounts which are now or become owing to Bank under any provision of this Agreement, whether or not matured or contingent (“Indebtedness”).

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

(c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer.

(d) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (i) without notice, to segregate, place a hold on and/or withhold delivery of such Financial Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (ii) upon notice to the Board of such Customer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the Board of such Customer, set off any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to the credit of any of that Customer’s accounts (whether deposit or otherwise) with any Bank branch or office.

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(e) Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, Customer will ensure that the Transfer Agent provides to the Bank, promptly upon request: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. Customer will be responsible for any Liabilities resulting from a failure or delay of the Transfer Agent to provide accurate and timely information to the Bank regarding the Transfer Accounts.

(f) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of set-off against a Customer’s assets pursuant to this Section 4.3.

(i) The Bank will comply with all applicable laws, rules and regulations in connection with enforcing a lien or right of set-off against a Customer’s assets, including all applicable provisions of state law relating to enforcement of rights of set off or liens against securities and other property held in bailment.

(ii) To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or (b) of the Agreement, regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the Agreement, the Bank will (x) without notice, segregate, place a hold on and/or withhold delivery of Financial Assets in such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (y) give written notice (‘“Notice”) to the Board of the applicable Customer of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Indebtedness if the amount the Bank has determined in good faith is due and payable are not repaid within two business days allowing the notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request.

(iii) Prior to enforcing a right of set-off or a lien against a Customer’s assets pursuant to Sub-section 4.3(d), regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the Agreement, the Bank will (w) send a written request to the Transfer Agent, with a copy to the Board of the Customers, for information sufficient to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer; (x) upon receipt of such information, the Bank will, segregate,

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place a hold on and/or withhold delivery of Financial Assets in each such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (z) give Notice to the Board of the applicable Customers of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities, if the amount the Bank has determined in good faith is due and payable are not repaid within two business days following the Notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request.

(iv) The Bank will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be owed.

(v) The Bank will seek to enforce the right of set-off or the lien first against a Customer’s cash assets, and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained.

(vi) The Bank will arrange for the sale of any such Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, to the best of its knowledge, independently would raise affiliated transaction concerns under the 1940 Act.

5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1 Appointment of Subcustodians; Use of Securities Depositories.

(a) Bank is authorized under this Agreement to act through and hold Customer’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Appendix 2 and/or such other entities as Bank may appoint as subcustodians (“Subcustodians”). Bank will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Appendix 2 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. In addition, Bank and each Subcustodian may deposit Financial Assets with, and hold Financial Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a “Securities Depository”) on such terms as such systems customarily operate and Customer will provide Bank with such documentation or acknowledgements that Bank may require to hold the Financial Assets in such systems.

(b) Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for

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their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. Where a Subcustodian deposits Securities with a Securities Depository, Bank will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account at such Securities Depository. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

(c) Bank will not be liable for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities Depository, Bank will make reasonable endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof 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 Bank 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 or no-action letter of the staff of the SEC.

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(f) The term “securities depository” as used herein when referring to a securities depository located in the U.S. shall mean a “securities depository” as defined in rule 17f-4(a).

5.2 Liability for Subcustodians.

(a) Subject to Section 7.1(b), Bank shall be liable for the actions or omissions of any Subcustodian to the same extent as if such act or omission was performed by the Bank itself. In the event of any Losses suffered or incurred by a Customer caused by or resulting from the actions or omissions of any Subcustodian for which the Bank would otherwise be liable, the Bank shall promptly reimburse such Customer in the amount of any such Losses. Bank shall also be liable for losses that result from the insolvency of any Affiliated Subcustodian.

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

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

5.3 Use of Agents.

(a) Bank may provide certain services under this Agreement through third parties, which may be Affiliates, provided the provision of services by such Affiliate complies with the 1940 Act and the rules issued thereunder and the policies and procedures of the Customer. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank will not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care to provide ancillary services that it may not customarily provide itself, including, without limitation, delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions and class action litigation. Nevertheless, Bank will be liable for the performance of any such broker selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.

(b) In the case of the sale under Section 2.8 of a fractional interest (or in other cases where Customer has requested Bank to arrange for execution of a trade) Bank will place trades with a broker which is an Affiliate to the extent that: (1) Bank has established a program for such trading with such Affiliate, (2) trading with such Affiliate complies with the 1940 Act, as amended and the rules issued thereunder, and (3) trading with such Affiliate complies with the Customer’s policies and procedures, provided that such policies and procedures have been provided to Bank and Bank has agreed that they are acceptable to Bank. An affiliated broker may charge its customary commission (or retain its customary spread) with respect to any such transaction.

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6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER

6.1 Representations of Customer and Bank.

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

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

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

6.2 Customer to Provide Certain Information to Bank.

Upon request, Customer will promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customer’s organizational documents and its current audited and unaudited financial statements.

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

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

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7. WHEN BANK IS LIABLE TO CUSTOMER

7.1 Standard of Care; Liability.

(a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement and to the extent provided in Section 5.2(a). In addition, Bank shall be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim.

Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall (i) promptly notify Customer of the occurrence of such event and (ii) use its commercially reasonable best efforts to cause any Subcustodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to Customer.

Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, Bank’s performance hereunder, or Bank’s role as custodian.

(b) Customer will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with willful misfeasance, bad faith or negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Customer shall have no liability whatsoever for any indirect, incidental, consequential, special or speculative loss or damages (including, without limitation, lost profits) of any form whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

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(c) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or-the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any Security other than as provided in Section 2.7(b) of this Agreement; (iv) evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

7.2 Force Majeure.

Bank will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that are required by Applicable Law and as it determines from time to time meet reasonable commercial standards. Neither party will have any liability, however, for any damage, loss, expense or liability of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, malfunction of equipment or software (except where such malfunction is primarily attributable to the other party’s 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 cause beyond the reasonable control of the party (including without limitation, in the case of Bank, the non-availability of appropriate foreign exchange), provided, however, that the party must notify the other party promptly when it becomes aware of a specific occurrence or event and uses commercially reasonable efforts to resolve the adverse effects of the occurrence or event.

7.3 Bank May Consult With Counsel.

Bank will be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which reasonably may be the professional advisers of Customer), and will not be liable to Customer for any action taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.

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

Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets; or earn profits from any of these activities. Customer further acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer but that Bank is not under any duty to disclose any such information.

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8. TAXATION

8.1 Tax Obligations.

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

(b) Customer will provide to Bank such certifications, documentation, and information as it may reasonably require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting. Bank shall not be liable for any taxes, penalties, interest or additions to tax, payable or paid that result from (i) the inaccurate completion of documents by Customer or any third party; (ii) provision to Bank or a third party of inaccurate or misleading information by Customer or any third party; (iii) the withholding of material information by Customer or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Bank’s control.

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

(d) Customer will be responsible in all events for the timely payment of all taxes relating to the Financial Assets in the Securities Account. Customer will indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (i) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (ii) to report interest, dividend or other income paid or credited to the Cash Account, regardless of the reason for such delay or failure, provided, however, that Customer will not be liable to Bank for any penalty or additions to tax due solely as a result of Bank’s willful misfeasance, bad faith or negligence or reckless disregard of its obligations and duties under this Agreement 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, Bank 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 Bank believes may be available. To defray expenses pertaining to nominal tax claims, Bank may from time-to-time set minimum thresholds as to a de minimus value of tax reclaims or reduction of withholding which it will pursue in respect of income payments under this section.

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

(c) Bank will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax relief services are offered. Other than as expressly provided in this Section 8.2 Bank will have no responsibility with regard to Customer’s tax position or status in any jurisdiction.

(d) Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental entity in relation to the processing of any tax relief claim.

9. TERMINATION

9.1 Termination

Either party may terminate this Agreement on sixty (60) days’ written notice to the other party. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within sixty (60) days, notify Bank of details of its new custodian, failing which Bank may elect (at any time after the sixty day notice period) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Bank’s sole obligation will be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank will in any event be entitled to deduct any amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank will be entitled to sell Financial Assets and apply the sale proceeds in satisfaction of amounts owing to it). Customer will reimburse Bank promptly for all 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.

9.2 Appointment of Successor Custodian

If a successor custodian shall have been appointed by the Board, Bank shall, upon receipt of a Notice from Customer, 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 Customer and held by Bank 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 Bank all fees, expenses and other amounts to the payment

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or reimbursement of which it shall then be entitled. In addition, to the extent customary in the industry, Bank 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 Bank under this Agreement, and will cooperate in the transfer of such duties and responsibilities.

10. MISCELLANEOUS

10.1 Notices.

(a) 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. Notice will not be deemed to be given unless it has been received.

(b) The notice required in Section 4.3(f) of the Agreement shall be served by registered mail or hand delivery to the following:

President, X.X. Xxxxxx Exchange-Traded Fund Trust

c/o X.X. Xxxxxx Asset Management

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

With copies to X.X. Xxxxxx Funds Funds Legal

c/o X.X. Xxxxxx Asset Management

000 Xxxx Xxxxxx

Xxx Xxxx, XX 00000

10.2 Successors and Assigns.

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

10.3 Interpretation.

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

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10.4 Entire Agreement.

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

10.5 Information Concerning Deposits at X.X. Xxxxxx’x Non-US Branch.

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

10.6 Insurance.

Bank will not be required to maintain any insurance coverage for the benefit of Customer.

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. 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 Laws, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer shall not claim, and it hereby irrevocably waives, such immunity.

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 hereunder 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.

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

10.9 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.

10.10 Security Holding Disclosure.

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

10.11 USA Patriot Act Disclosure.

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

10.12 Confidentiality.

(a) Subject to Clause 10.12(b) Bank will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Laws, a regulator with jurisdiction over the Bank’s business, or with the consent of Customer.

(b) Customer authorizes Bank to disclose Confidential Information to the extent 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 solicitor, issuer, or any other person that Bank believes it is reasonably required to have access to the Confidential Information for Bank to provide services under this Agreement, provided that Bank shall be liable to Customer if a Subcustodian or delegate discloses Confidential Information in a manner not permitted by this Section 10.12;

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

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

10.13 No Third Party Beneficiaries.

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

10.14 Several Obligations of the Funds.

This Agreement is executed on behalf of the Board 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, Bank shall look for payment or satisfaction of any such obligation solely to the assets of the Fund which such obligation relates as though Bank had separately contracted by separate written instrument with respect to each Fund, and in no event shall Bank have recourse, by set off or otherwise, to or against any assets of any other Fund.

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SIGNED for and on behalf of:
X.X. XXXXXX EXCHANGE-TRADED FUND TRUST
By:		/s/ Xxxx Shield
Name:		Xxxx Shield                                             5/7/14
Title:		Treasurer

JPMORGAN CHASE BANK, N.A.
By:		/s/ Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx                                     5/7/14
Title:		Executive Director

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SCHEDULE A

List of Entities Covered by the Global Custody Agreement

JPMorgan Diversified Return Global Equity ETF

JPMorgan Diversified Return International Ex-North America Equity ETF

JPMorgan Diversified Return Emerging Markets Equity ETF

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SCHEDULE B

List of Transfer Accounts

ACCOUNT NO.		ACCOUNT TITLE
NONE

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SCHEDULE C

Global Custody Fee Schedule to the Global Custody Agreement

As of May 7, 2014

Custody

*All Fees in: U.S. Dollar

Safekeeping, Administration and Transaction Charges

Safekeeping and administration charges are applied to the market value of assets held at the end of the billing period. Transaction charges are applied to all securities transactions (including receives/delivers versus payment and free receives/delivers), effected during the billing period. Transaction prices below presume that the Bank receives valid instructions in an electronic format that enables straight-through processing (STP), when applicable; trade instructions that require manual input or repair will incur a surcharge as described below.

Country of Settlement		Safekeeping & Administration			Transactions (Buys/Sells, Receive/Deliver Free)
	Basis Point Fee			Fee per STP Transaction
Argentina			15.00				40.00
Australia			1.75				25.00
Austria			1.50				20.00
Bahrain			30.00				80.00
Bangladesh			30.00				80.00
Belgium			1.50				20.00
Bermuda			15.00				45.00
Botswana			30.00				80.00
Brazil			9.00				40.00
Bulgaria			30.00				75.00
Canada			1.75				15.00
Chile			16.00				45.00
China			16.00				45.00
Colombia			30.00				65.00
Croatia			20.00				45.00
Cyprus			20.00				75.00
Czech Republic			17.00				45.00
Denmark			1.50				25.00
Egypt			15.00				45.00
Estonia			25.00				65.00
Euro CDs			0.15				15.00
Euroclear			0.85				8.00
Finland			1.50				25.00
France			1.00				20.00
Germany			1.00				20.00
Ghana			25.00				80.00
Greece			5.00				35.00
Hong Kong			2.00				35.00

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Country of Settlement		Safekeeping & Administration			Transactions (Buys/Sells, Receive/Deliver Free)
	Basis Point Fee			Fee per STP Transaction
Hungary			16.00				45.00
Iceland			20.00				60.00
India			12.00				45.00
Indonesia			10.00				45.00
Ireland			1.50				25.00
Israel			16.00				45.00
Italy			1.50				25.00
Ivory Coast			30.00				80.00
Japan			1.25				8.00
Jordan			30.00				80.00
Kazakhstan			30.00				80.00
Kenya			30.00				80.00
Korea			6.50				30.00
Kuwait			35.00				80.00
Latvia			20.00				65.00
Lebanon			30.00				80.00
Lithuania			25.00				65.00
Luxembourg			3.00				45.00
Malaysia			5.00				40.00
Malta			25.00				65.00
Mauritius			30.00				80.00
Mexico			5.00				35.00
Morocco			30.00				75.00
Namibia			30.00				80.00
Netherlands			1.50				25.00
New Zealand			1.50				25.00
Nigeria			30.00				55.00
Norway			1.50				20.00
Oman			30.00				80.00
Pakistan			30.00				75.00
Peru			25.00				60.00
Philippines			7.00				45.00
Poland			16.00				55.00
Portugal			3.00				30.00
Qatar			35.00				80.00
Romania			30.00				75.00
Russia			15.00				45.00
Singapore			4.00				40.00
Xxxxxx Xxxxxxxx			00.00				00.00
Xxxxxxxx			25.00				50.00

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Country of Settlement		Safekeeping & Administration			Transactions (Buys/Sells, Receive/Deliver Free)
	Basis Point Fee			Fee per STP Transaction
South Africa			4.00				35.00
Spain			1.50				25.00
Sri Lanka			20.00				65.00
Sweden			1.50				25.00
Switzerland			1.50				25.00
Taiwan			9.00				45.00
Thailand			9.00				35.00
Tunisia			35.00				65.00
Turkey			9.00				50.00
Ukraine			30.00				80.00
United Arab Emirates			30.00				80.00
United Kingdom			0.15				8.00
United States			0.06				2.50
Uruguay			30.00				65.00
Venezuela			25.00				75.00
Vietnam			25.00				65.00
Zambia			30.00				80.00
Zimbabwe			30.00				80.00

U.S. Transaction Fees		Fee per Transaction
Transactions—DTC			2.50
Transactions—Fed Book Entry			2.50
Transactions—Physical/Private Placement			20.00
Pledge—DTC			2.50
Pledge—Fed Book Entry			2.50
Futures/Options			3.00
U.S. Asset Servicing Transaction Fees		Fee per Transaction
Paydowns—Book Entry			5.00
Paydowns—Physical/Private Placement			5.00
Other Transaction Fees		Fee per Transaction
Checks			7.00
Wires-Incoming			0.00
Wires-Outgoing			3.50
Continuous Linked Settlement Transactions (per leg)			3.50
Interaccount Transfer—Securities (per side)			2.50
Interaccount Transfer—Cash (per side)			3.50
Memo Posting *			5.00
Cancelled Trade (in addition to transaction charge)			At Market Rate

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Other Transaction Fees		Fee per Transaction
Amendments (in addition to transaction charge)			At Market Rate
Manual Instruction Surcharge (in addition to transaction charge) **			20.00
Electronic Non-STP Surcharge (in addition to transaction charge) ***			0.00
Manual Corporate Action Instruction			20.00

* Memos: This fee is generated when assets that are not custodied or controlled by the Bank are posted to a Fund’s custody account. The fee includes memos that are posted for repo transactions. Other examples may include non-securitized assets that are requested by a Fund to be posted as an asset to the custody record, such as fund of fund positions, derivatives, bank loans or time deposits.

** Manual Instruction Surcharge: This fee will be generated in addition to standard transaction charges for all faxed instructions sent to the Bank.

*** Electronic Non-STP Surcharge: This fee will be generated in addition to standard transaction charges for all instructions sent to the Bank that failed STP due to Customer’s instruction error.

Proxy Voting Services

Proxy Voting Fees		Fee per Transaction
Tier A Markets (see list below)			15.00
Tier B Markets (see list below)			35.00
Tier C Markets (see list below)			60.00

Proxy Voting Market Tiers
Tier A Markets
Australia		Jamaica		South Africa
Bahrain		Japan		South Korea
Bangladesh		Xxxxxx		Xxxxx
Xxxxxxx		Xxxxx		Xxx Xxxxx
Xxxxxxxx		Xxxxxxxx		Taiwan
Canada		Malta		Thailand
Chile		Mauritius		Tunisia
China		Mexico		UAE—DFM
Colombia		New Zealand		UAE—ADX
Estonia		Oman		Ukraine
Ghana		New Zealand		United Kingdom
Hong Kong		Pakistan		United States*
India		Philippines		Venezuela
Indonesia		Russia		Vietnam
Ireland		Singapore
Israel		Slovak Republic

* No charge if the Fund’s adviser or sub-adviser instructs ADP directly

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Proxy Voting Market Tiers
Tier B Markets		Tier C Markets
Austria		Argentina		Turkey
Belgium		Brazil
Clearstream		Bulgaria		All Other
Croatia		Cyprus
Czech Republic		Denmark
Euroclear		Egypt
France		Finland
Germany		Iceland
Greece		Latvia
Hungary		Norway
Italy		Peru
Lebanon		Poland
Netherlands		Romania
Portugal		Slovenia
Saudi Arabia		Sweden
Serbia		Switzerland

Out-of-pocket and Direct Pass Through Expenses

Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*:

• Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include:

• Account opening fees in the local market(s)

• Local administrator, legal counsel and tax consultant fees as required

• Local crossing, transaction, registration and/or depository fees

• Transportation costs for shipment of physical securities and/or script

• Translation services, travel and accommodation expenses, legal fee and personal attendance expenses, as required

• Information, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as Xpedite, Xxxxxx Xxxx. These charges also include payments to vendors such as Automated Business Development.

• Archives. Archive charges to include storage, transportation, and recalls of archive boxes.

• Printing/Copying. These charges include expenses associated with printing copying and fax support.

* Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations.

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Fee Terms and Conditions

Bank’s fees shall remain in place for a period of 3 years from May 7, 2014.

Bank reserves the right to renegotiate its fee schedule at any time, should the Customer’s actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop our fee proposal. The fee schedule may also be amended by mutual agreement of the parties if the Customer’s service requirements change; each party agrees to negotiate, diligently and in good faith, to agree upon new fees for such service requirement changes.

Fees for additional service(s) and/or market(s) added at the request of the Customer while this fee schedule is in effect will be assessed at Bank’s standard price(s), unless an alternative pricing arrangement is agreed upon in advance by the Customer and Bank.

Bank requires invoices to be paid in U.S. Dollars, unless Bank and the Customer have agreed upon alternative payment arrangements in advance of remittance.

Basis point fee(s), if applicable, will be calculated at the end of the monthly billing period using asset values derived by Bank from data provided by its selected pricing sources. In the event that Bank must rely on the Customer or a portfolio manager or other party(ies) selected by the Customer to provide valuation(s) for the purpose of calculating basis point fee(s), Bank must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by Bank. In the event that Bank does not receive valuations by the required date, Bank will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s).

Bank will present invoices monthly in arrears, with payment expected via appropriate billing arrangement, unless an alternative billing arrangement is negotiated between the Customer and Bank. All annual fees, including basis point fees, will be pro-rated based on the number of months included in the billing period.

Transaction charges, if applicable, are applied to all securities transactions (including receives/delivers vs. payment and free, securities loans, repurchase agreements, redemptions and corporate actions) effected during the billing period. It is assumed that a Customer and its investment adviser will instruct

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the Bank of trades and other account activity in a mutually agreed electronic format that enables straight-through processing (STP), using the Bank’s proprietary systems, SWIFT messages, direct electronic transmissions or other means deemed acceptable by the Bank. Transaction instructions that require manual input will incur a surcharge.

Any customized technology projects required to meet the Customer specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Customer based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Customer and Bank.

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SCHEDULE D

X.X. Xxxxxx Investor Services Global Custody Restricted Markets Schedule

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

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

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

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41

Market		Restrictions
Zimbabwe		Until further notice from X.X. Xxxxxx, any credit of U.S. Dollars to the Customer’s Cash Account with X.X. Xxxxxx applied at Customer’s Instruction to the purchase or sale of Securities safekept in Zimbabwe (the “Zimbabwe Securities”) will be conditional and subject to reversal by X.X. Xxxxxx upon notice to Customer except to the extent that the funds are able to be repatriated or X.X. Xxxxxx is able to repatriate the funds from X.X. Xxxxxx’x Zimbabwean Subcustodian via a foreign exchange transaction (upon Instruction received from Customer). In this regard, Customer will be entitled to no more than Customer’s pro rata share of any recoveries that X.X. Xxxxxx is able to obtain, as reasonably determined by X.X. Xxxxxx. If X.X. Xxxxxx’x Zimbabwean Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate, X.X. Xxxxxx may cease to provide custody services with respect to Zimbabwe Securities. Although X.X. Xxxxxx will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.

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42

ANNEX A

Electronic Access

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

2. In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the “Data”) for the Customer’s internal business use only. The immediately preceding sentence does not apply to the records described in Section 2.13 of the Agreement. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, corporate action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank.

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 Bank’s software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

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

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

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

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43

7. The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the service from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, 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 Bank 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 Xxxxx-Xxxxx-Xxxxxx Act of 1999 (15 X.X.X. §0000, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Xxx 0000 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

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

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44

APPENDIX 1

Information Regarding Country Risk

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

A. Opinions of local counsel concerning:

i. Whether applicable foreign law would restrict the access of Customer’s independent public accountants to books and records kept by an Eligible Foreign Custodian located in that country which pertain to the Customer’s account.

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

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

iv. Whether applicable foreign law would restrict the Customer’s right as foreign investors to convert Customer’s cash or cash equivalents into U.S. dollars which have not yet been invested in securities.

B. A market profile with respect to the following topics:

(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) securities depositories (including depository risk assessment), if any.

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

NewsFlashes, including with respect to changes in the information in market profiles

EXECUTION

45

APPENDIX 2

EXECUTION

46

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
ARGENTINA		HSBC Bank Argentina S.A.		HSBC Bank Argentina S.A.
		Xxxxxxx Xxxxxx Xxxxxx 000, 0xx Xxxxx		Xxxxxx Xxxxx
		X0000XXX Buenos Aires
		ARGENTINA
AUSTRALIA		JPMorgan Chase Bank, N.A.**		Australia and New Zealand Banking Group Ltd.
		L18, 00 Xxxxxxxxxxx Xxxxxx		Xxxxxxxxx
		Xxxxxx XXX 0000
		XXXXXXXXX
AUSTRIA		UniCredit Bank Austria AG		X.X. Xxxxxx AG**
		Xxxxxx Xxxxxxx Platz—0		Xxxxxxxxx
		X-0000 Xxxxxx
		XXXXXXX
BAHRAIN		HSBC Bank Middle East Limited		HSBC Bank Middle East Limited
		1st Floor, Building No 2505, Road No 2832		Al Seef
		Al Seef 428
		BAHRAIN
BANGLADESH		Standard Chartered Bank		Standard Chartered Bank
		18-20 Motijheel X.X		Xxxxx
		Xxx 000
		Xxxxx -0000
		XXXXXXXXXX
XXXXXXX		BNP Paribas Securities Services S.C.A.		X.X. Xxxxxx A.G.**
		Boulevard Xxxxx Xxxxxxx 0		Xxxxxxxxx
		0xx Xxxxx
		0000 Xxxxxxxx
		XXXXXXX
BERMUDA		HSBC Bank Bermuda Limited		HSBC Bank Bermuda Limited
		0 Xxxxx Xxxxxx		Xxxxxxxx
		Xxxxxxxx HM 11
		BERMUDA
BOTSWANA		Standard Chartered Bank Botswana Limited		Standard Chartered Bank Botswana Limited
		0xx Xxxxx, Xxxxxxxx Xxxxx		Xxxxxxxx
		P.O. Box 496
		Queens Road, The Mall
		Gaborone
		BOTSWANA
BRAZIL		X.X. Xxxxxx S.A. DTVM**		X.X. Xxxxxx S.A. DTVM**
		Rua Xx. Xxxxxx Xxxx xx Xxxxxx, 1017, Floor 9		Sao Paulo
		Sao Paulo SP 00000-000
		XXXXXX
BULGARIA		ING Bank N.V.		ING Bank N.V.
		00X Xxxxxxxx Xxxx		Xxxxx
		Xxxxx 0000
		XXXXXXXX

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

47

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
CANADA		Canadian Imperial Bank of Commerce		Royal Bank of Canada
		Xxxxxxxx Xxxxx Xxxx		Xxxxxxx
		Security Level
		Toronto Ontario M5L 1G9
		CANADA
		Royal Bank of Canada
		000 Xxxxxxxxxx Xxxxxx Xxxx, 0xx Xxxxx
		Xxxxxxx Xxxxxxx X0X 0X0
		XXXXXX
CHILE		Banco Santander Chile		Banco Santander Xxxxx
		Xxxxxxx 000, Xxxx 0		Xxxxxxxx
		Xxxxxxxx
		XXXXX
CHINA A-SHARE		HSBC Bank (China) Company Limited		HSBC Bank (China) Company Limited
		00/X, XXXX Xxxxxxxx, Xxxxxxxx ifc		Shanghai
		0 Xxxxxxx Xxxxxx, Xxxxxx
		Xxxxxxxx 000000
		THE PEOPLE’S REPUBLIC OF CHINA
CHINA B-SHARE		HSBC Bank (China) Company Limited		X.X. Xxxxxx Chase Bank, N.A., New York**
		00/X, XXXX Xxxxxxxx, Xxxxxxxx ifc
		0 Xxxxxxx Xxxxxx, Xxxxxx
		Xxxxxxxx 200120		JPMorgan Chase Bank, N.A., Hong Kong**
		THE PEOPLE’S REPUBLIC OF CHINA		Hong Kong
COLOMBIA		CorpBanca Investment Trust Colombia S.A.		Banco CorpBanca Investment Trust X.X.
		Xxxxxxx 0 Xx. 00-00, Xxxx 00		Xxxxxx
		Xxxxxx
		XXXXXXXX
*COSTA RICA*		Banco BCT, S.A.		Banco BCT, S.A.
		150 Metros Norte de la Catedral Metropolitana		San Xxxx
		Edificio BCT
		San Xxxx
		XXXXX RICA
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
CROATIA		Privredna Banka Zagreb d.d.		Zagrebacka Banka d.d.
		Xxxxxxxx xxxxx 00		Xxxxxx
		00000 Xxxxxx
		XXXXXXX
CYPRUS		HSBC Bank plc		X.X. Xxxxxx AG**
		109-111, Messogian Ave.		Frankfurt
		000 00 Xxxxxx
		XXXXXX
XXXXX XXXXXXXX		UniCredit Bank Czech Republic and Slovakia, a.s.		Ceskoslovenska obchodni banka, a.s.
		BB Centrum—XXXXXXXXXX		Xxxxxx
		Xxxxxxxxxx 0000-0
		000 00 Xxxxxx 0
		XXXXX XXXXXXXX

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

48

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
DENMARK		Nordea Bank Danmark A/S		Nordea Bank Danmark A/S
		Christiansbro		Copenhagen X
		Xxxxxxxxxx 0
		X.X. Xxx 000
		XX-0000 Xxxxxxxxxx C
		DENMARK
EGYPT		Citibank, N.A.		Citibank, N.A.
		4 Xxxxx Xxxxx Street		Cairo
		Garden City
		Cairo
		EGYPT
ESTONIA		Swedbank AS		X.X. Xxxxxx AG**
		Xxxxxxxxx 0		Xxxxxxxxx
		00000 Xxxxxxx
		XXXXXXX
FINLAND		Nordea Bank Finland Plc		X.X. Xxxxxx AG**
		Xxxxxxx Xxxxx katu 0-0		Xxxxxxxxx
		XXX-00000 XXXXXX Helsinki
		FINLAND
FRANCE		BNP Paribas Securities Services S.C.A.		X.X. Xxxxxx AG**
		Les Grands Moulins xx Xxxxxx		Frankfurt
		0, xxx xx Xxxxxxxxxxx
		00000 Xxxxxx
		XXXXXX
GERMANY		Deutsche Bank AG		X.X. Xxxxxx AG**
		Xxxxxx-Herrhausen-Allee 16-24		Frankfurt
		D-65760 Eschborn
		GERMANY
		X.X. Xxxxxx AG#**
		Xxxxxxxxxxxxxx 00
		00000 Xxxxxxxxx
		XXXXXXX
		# Custodian for local German custody clients only.
GHANA		Standard Chartered Bank Ghana Limited		Standard Chartered Bank Ghana Limited
		Xxxxx Xxxx Xxxxxx		Xxxxx
		X.X. Xxx 000
		Xxxxx
		XXXXX
XXXXXX		HSBC Bank plc		X.X. Xxxxxx AG**
		Messogion 109-111		Xxxxxxxxx
		00000 Xxxxxx
		XXXXXX
HONG KONG		JPMorgan Chase Bank, N.A.**		JPMorgan Chase Bank, N.A.**
		48th Floor, One Island East
		00 Xxxxxxxxx Xxxx, Xxxxxx Xxx
		XXXX XXXX

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

49

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

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

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

50

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
KAZAKHSTAN		SB HSBC Bank Kazakhstan JSC		SB HSBC Bank Kazakhstan JSC
		00 Xxxxxx Xxxxxx		Xxxxxx
		Xxxxxx 000000
		XXXXXXXXXX
XXXXX		Standard Chartered Bank Kenya Limited		Standard Chartered Bank Kenya Limited
		Xxxxxxxx Xxxxx		Xxxxxxx
		Xxx Xxxxxx
		X.X. Xxx 00000
		Xxxxxxx 00000
		XXXXX
KUWAIT		HSBC Bank MIddle East Limited		HSBC Bank MIddle East Limited
		Kuwait City, Qibla Area		Safat
		Hamad Al-Saqr Street, Kharafi Tower
		X/0/0 Xxxxxx
		Xxxxx 00000
		XXXXXX
XXXXXX		Swedbank AS		Swedbank AS
		Balasta dambis 1a		Xxxx
		Xxxx XX-0000
		XXXXXX
LEBANON		HSBC Bank Middle East Limited		JPMorgan Chase Bank, N.A.**
		HSBC Main Building		New York
		Riad El Solh, P.O. Box 11-1380
		1107-2080 Beirut
		LEBANON
LITHUANIA		AB SEB Bankas		AB SEB Bankas
		12 Xxxxxxxx xx.		Xxxxxxx
		XX 0000 Xxxxxxx
		XXXXXXXXX		X.X. Xxxxxx AG**
				Frankfurt
LUXEMBOURG		BNP Paribas Securities Services S.C.A.		X.X. Xxxxxx AG**
		00, Xxx xx Xxxxxxxxx		Xxxxxxxxx
		X-0000 Xxxxxxxxxx
		XXXXXXXXXX
*MALAWI*		Standard Bank Limited, Malawi		Standard Bank Limited, Malawi
		0xx Xxxxx Xxxxxx Xxxxx		Xxxxxxxx
		Xxx Xxxx Xxxxx Xxxx & Xxxxxxxx Xxxxxx
		Xxxxxxxx
		XXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
MALAYSIA		HSBC Bank Malaysia Berhad		HSBC Bank Malaysia Xxxxxx
		0 Xxxxx Xxxxxx		Xxxxx Xxxxxx
		00xx Xxxxx, Xxxxx Xxxxx
		00000 Xxxxx Xxxxxx
		XXXXXXXX

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

51

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
MAURITIUS		The Hongkong and Shanghai Banking Corporation Limited		The Hongkong and Shanghai Banking Corporation Limited
		HSBC Centre		Ebene
		18 Cybercity
		Ebene
		MAURITIUS
MEXICO		Banco Nacional de Mexico, S.A.		Banco Santander (Mexico), S.A.
		Act. Xxxxxxx Xxxxxxxx Xx. 000 0xx Xxxx Xxxxx		Xxxxxx, X.X.
		Colonia Santa Fe
		01210 Mexico, D.F.
		MEXICO
MOROCCO		Societe Generale Marocaine de Banques		Attijariwafa Bank S.A.
		00 Xxxxxxxxx Xxxxxxxxxxx		Xxxxxxxxxx
		Xxxxxxxxxx 00000
		XXXXXXX
NAMIBIA		Standard Bank Namibia Limited		The Standard Bank of South Africa Limited
		Mutual Platz		Johannesburg
		Cnr. Xxxxxxxx and Post Streets
		X.X.Xxx 0000
		Xxxxxxxx
		XXXXXXX
XXXXXXXXXXX		BNP Paribas Securities Services S.C.A.		X.X. Xxxxxx AG**
		Xxxxxxxxxxx 000		Xxxxxxxxx
		0000 XX Xxxxxxxxx
		XXXXXXXXXXX
NEW ZEALAND		JPMorgan Chase Bank, N.A.**		Westpac Banking Corporation
		Xxxxx 00, 0 Xxxxxx Xxxxxx		Xxxxxxxxxx
		Xxxxxxxxxx 0000
		NEW ZEALAND
NIGERIA		Stanbic IBTC Bank Plc		Stanbic IBTC Bank Plc
		Xxxx 0000		Xxxxx
		Xxxxx Xxxxxx
		Xxxxxxxx Xxxxxx
		Xxxxx
		XXXXXXX
NORWAY		Nordea Bank Norge ASA		Nordea Bank Norge ASA
		Xxxxxxxxxxxxxx 0		Xxxx
		XX Xxx 0000
		XX-0000 Xxxx
		XXXXXX
OMAN		HSBC Bank Oman S.A.O.G.		HSBC Bank Oman S.A.O.G.
		2nd Floor Al Khuwair		Seeb
		XX Xxx 0000 XX 000
		Xxxx
		OMAN
PAKISTAN		Standard Chartered Bank (Pakistan) Limited		Standard Chartered Bank (Pakistan) Limited
		X.X. Xxx 0000		Karachi
		Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxx
		Xxxxxxx 00000
		XXXXXXXX

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

52

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
*PALESTINIAN		HSBC Bank Middle East Limited		HSBC Bank Middle East Limited
TERRITORIES*		Xxxxx Xxxxxx		Xxxxx
		X.X. Xxx 0000
		Xxxxx		XXXxxxxx Chase Bank, N.A.**
		PALESTINIAN AUTONOMOUS AREA		New York
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
PERU		Xxxxxxxx xxx Xxxx X.X.		Xxxxxxxx xxx Xxxx S.A.
		Xx. Xxxxxxx x Xxxxxxxx 000 Xxxx 0		Xxx Xxxxxx, Xxxx
		San Xxxxxx, Lima 27
		PERU
PHILIPPINES		The Hongkong and Shanghai Banking Corporation Limited		The Hongkong and Shanghai Banking Corporation Limited
		0/X XXXX Xxxxxx		Xxxxxx Xxxx
		0000 Xxxxx Xxxxxx Xxxx
		Xxxxxxxxx Xxxxxx Xxxx
		0000 Xxxxxx Xxxx
		XXXXXXXXXXX
POLAND		Bank Handlowy w. Warszawie S.A.		mBank S.A.
		xx. Xxxxxxxxxx 00		Xxxxxx
		00-000 Xxxxxx
		XXXXXX
PORTUGAL		BNP Paribas Securities Services S.C.A.		X.X. Xxxxxx AG**
		Avenida D.Xxxx XX, Lote 1.18.01, Bloco B,		Frankfurt
		7º andar
		0000-000 Xxxxxx
		XXXXXXXX
QATAR		HSBC Bank Middle East Limited		HSBC Bank Middle East Limited
		2nd Floor, Ali Bin Ali Tower		Doha
		Building 150 (Airport Road)
		XX Xxx 00
		Xxxx
		XXXXX
ROMANIA		Citibank Europe plc, Romania Branch		ING Bank N.V.
		145 Xxxxx Xxxxxxxxx
		0xx Xxxxxxxx
		000000 Xxxxxxxxx
		XXXXXXX
RUSSIA		X.X. Xxxxxx Bank International (Limited Liability Company)**		JPMorgan Chase Bank, N.A.** New York
		10, Butyrsky Val		A/C JPMorgan Chase Bank London
		White Square Business Xxxxxx
		Xxxxx 00
		Xxxxxx 000000
		XXXXXX
XXXXX XXXXXX		HSBC Saudi Arabia Limited		HSBC Saudi Arabia Limited
		2/F HSBC Building		Xxxxxx
		Xxxxx Xxxx, Xx-Xxxxxx
		Xxxxxx 00000
		XXXXX XXXXXX

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

53

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
SERBIA		Unicredit Bank Srbija a.d.		Unicredit Bank Srbija a.d.
		Airport City Belgrade		Belgrade
		Xxxxxxxxxxx Xxxxxxx 00
		00000 Xxxxxxxx
		XXXXXX
SINGAPORE		DBS Bank Ltd		Oversea-Chinese Banking Corporation
		00 Xxx Xxxx Xxxx		Xxxxxxxxx
		DBS Asia Gateway, Xxxxx 00-00 (0X)
		000000
		XXXXXXXXX
XXXXXX XXXXXXXX		UniCredit Bank Czech Republic and Slovakia, a.s.		X.X. Xxxxxx AG**
		Sancova 0/X		Xxxxxxxxx
		XX-000 00 Xxxxxxxxxx
		XXXXXX XXXXXXXX
XXXXXXXX		UniCredit Banka Slovenija d.d.		X.X. Xxxxxx AG**
		Xxxxxxxxxx 000		Xxxxxxxxx
		XX-0000 Xxxxxxxxx
		XXXXXXXX
SOUTH AFRICA		FirstRand Bank Limited		The Standard Bank of South Africa Limited
		1 Xxxxxxxxx Xxxxx, 0 Xxxxx Xxxxx, Xxxx Xxxx		Xxxxxxxxxxxx
		Cnr Xxxxxxxx and Xxxxx Xxxxxxx
		Xxxxxxxxxxxx 0000
		XXXXX XXXXXX
SOUTH KOREA		Standard Chartered Bank Korea Limited		Standard Chartered Bank Korea Limited
		47 Jongro, Jongro -Gu		Xxxxx
		Xxxxx 000-000
		XXXXX XXXXX
XXXXX		Santander Investment S.A.		X.X. Xxxxxx AG**
		Ciudad Grupo Santander		Frankfurt
		Avenida de Cantabria, s/n
		Edificio Ecinar, planta baja
		Xxxxxxxx xxx Xxxxx
		00000 Xxxxxx
		XXXXX
SRI LANKA		The Hongkong and Shanghai Banking Corporation Limited		The Hongkong and Shanghai Banking Corporation Limited
		00 Xxx Xxxxx Xxxxxxxxxxx Xxxxxxx		Xxxxxxx
		Xxxxxxx 0
		XXX XXXXX
SWEDEN		Nordea Bank AB (publ)		Svenska Handelsbanken
		Xxxxxxxxx 00		Xxxxxxxxx
		XX-000 00 Xxxxxxxxx
		XXXXXX
SWITZERLAND		UBS AG		UBS AG
		45 Xxxxxxxxxxxxxx		Xxxxxx
		0000 Xxxxxx
		XXXXXXXXXXX

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** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

54

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
TAIWAN		JPMorgan Chase Bank, N.A.**		JPMorgan Chase Bank, N.A.**
		8th Floor, Cathay Xxx Xx Trading Building		Taipei
		Xx. 000, Xxxxxxx 0, Xxx Xx Xxxx
		Xxxxxx 00000
		XXXXXX
*TANZANIA*		Stanbic Bank Tanzania Limited		Stanbic Bank Tanzania Limited
		Stanbic Centre		Dar es Salaam
		Corner Kinondoni and X.X.Xxxxxx Xxxxx
		X.X. Xxx 00000
		Xxx xx Xxxxxx
		XXXXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
THAILAND		Standard Chartered Bank (Thai) Public Company Limited		Standard Chartered Bank (Thai) Public Company Limited
		14th Floor, Zone B		Bangkok
		Sathorn Nakorn Tower
		90 North Sathorn Road Bangrak
		Silom, Bangrak
		Xxxxxxx 00000
		XXXXXXXX
TRINIDAD AND		Republic Bank Limited		Republic Bank Limited
TOBAGO		0-00 Xxxx Xxxxxx		Xxxx xx Xxxxx
		Xxxx xx Xxxxx
		TRINIDAD AND TOBAGO
TUNISIA		Banque Internationale Arabe de Tunisie, S.A.		Banque Internationale Arabe de Tunisie, S.A.
		00-00 Xxxxxx Xxxxx Xxxxxxxxx		Tunis
		X.X. Xxx 000
		Xxxxx 0000
		XXXXXXX
XXXXXX		Citibank A.S.		JPMorgan Chase Bank, N.A.**
		Inkilap Mah., Yilmaz Plaza		Istanbul
		O. Xxxx Xxxxxx Caddesi No: 3
		34768 Umraniye- Istanbul
		TURKEY
UGANDA		Standard Chartered Bank Uganda Limited		Standard Chartered Bank Ltd
		0 Xxxxx Xxxx		Xxxxxxx
		X.X. Xxx 0000
		Xxxxxxx
		XXXXXX
*UKRAINE*		PJSC Citibank		JPMorgan Chase Bank, N.A.**
		00-x Xxxxxxxx Xxxxxx		Xxx Xxxx
		00000 Kiev		A/C JPMorgan Chase Bank London
		UKRAINE
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*
UNITED ARAB		HSBC Bank Middle East Limited		The National Bank of Abu Dhabi
EMIRATES—ADX		Xxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx Xx. 0		Xxx Xxxxx
		X.X. Xxx 000000
		Xxxxx
		XXXXXX XXXX XXXXXXXX

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** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

55

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
UNITED ARAB EMIRATES—DFM		HSBC Bank Middle East Limited		The National Bank of Abu Dhabi
	Emaar Square, Xxxxx 0, Xxxxxxxx Xx. 0		Xxx Xxxxx
		P.O. Box 502601
		Dubai
		UNITED ARAB EMIRATES
UNITED ARAB EMIRATES—NASDAQ DUBAI		HSBC Bank Middle East Limited		X.X. Xxxxxx Chase Bank, N.A.
	Xxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx Xx. 0		Xxx Xxxx
	P.O. Box 502601		A/C JPMorgan Chase Bank London
	Dubai
	UNITED ARAB EMIRATES
UNITED KINGDOM		JPMorgan Chase Bank, N.A.**		JPMorgan Chase Bank, N.A.**
		00 Xxxx Xxxxxx, Xxxxxx Xxxxx		Xxxxxx
		Xxxxxx X00 0XX
		XXXXXX XXXXXXX
		Deutsche Bank AG Depository and Clearing		Varies by currency
		Centre
		00 Xxxxxxx Xxxxxx
		Xxxxxx X0 0XX
		XXXXXX XXXXXXX
XXXXXX XXXXXX		X.X. Xxxxxx Xxxxx Bank, N.A.**		X.X. Xxxxxx Chase Bank, N.A.**
		4 New York Plaza		New York
		Xxx Xxxx XX 00000
		XXXXXX XXXXXX
URUGUAY		Banco Itaú Uruguay S.A.		Banco Itaú Uruguay X.X.
		Xxxxxx 1463		Montevideo
		11000 Montevideo
		URUGUAY
VENEZUELA		Citibank, N.A.		Citibank, N.A.
		Avenida Casanova		Caracas
		Centro Comercial El Recreo
		Xxxxx Xxxxx, Xxxx 00
		Xxxxxxx 0000
		XXXXXXXXX
XXXXXXX		HSBC Bank (Vietnam) Ltd.		HSBC Bank (Vietnam) Ltd.
		Centre Point		Ho Chi Minh City
		106 Xxxxxx Van Troi Xxxxxx
		Xxx Xxxxx Xxxxxxxx
		Xx Xxx Xxxx Xxxx
		XXXXXXX
*WAEMU—BENIN, BURKINA FASO, GUINEA-BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO*		Standard Chartered Bank Cote d’Ivoire SA 00 Xxxxxxxxx xx xx Xxxxxxxxxx 1 01 B.P. 1141 Abidjan 17 IVORY COAST		Standard Chartered Bank Cote d’Ivoire SA Abidjan
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

56

AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
		Last Updated April 01, 2014

MARKET		SUBCUSTODIAN		CASH CORRESPONDENT BANK
ZAMBIA		Standard Chartered Bank Zambia Plc		Standard Chartered Bank Zambia Plc
		Standard Chartered House		Lusaka
		Cairo Road
		P.O. Box 32238
		Xxxxxx 00000
		XXXXXX
*ZIMBABWE*		Stanbic Bank Zimbabwe Limited		Stanbic Bank Zimbabwe Limited
		Xxxxxxx Xxxxxx, 0xx Xxxxx		Xxxxxx
		00 Xxxxxx Xxxxxx Xxxxxx
		Xxxxxx
		XXXXXXXX
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION*

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

EXECUTION

** X.X. Xxxxxx affiliate Correspondent banks are listed for information only.

57

APPENDIX 3

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58

SECURITIES DEPOSITORIES
		Last Updated April 01, 2014

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

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59

SECURITIES DEPOSITORIES
		Last Updated April 01, 2014

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

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60

SECURITIES DEPOSITORIES
		Last Updated April 01, 2014

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

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61

SECURITIES DEPOSITORIES
		Last Updated April 01, 2014

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

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62

SECURITIES DEPOSITORIES
		Last Updated April 01, 2014

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

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63

SECURITIES DEPOSITORIES
		Last Updated April 01, 2014

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

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64

SECURITIES DEPOSITORIES
		Last Updated April 01, 2014

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

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65

SECURITIES DEPOSITORIES
		Last Updated April 01, 2014

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

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

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66