Custodian Services Agreement

CUSTODIAN SERVICES AGREEMENT

This Custodian Services Agreement (the "Agreement") is made as of by and between Client Name: , with principal place of business at , and Custodian Name: , with principal place of business at .

RECITALS

WHEREAS, the Client holds certain assets, securities and property described in Schedule A attached hereto or otherwise delivered to Custodian (the "Assets"), and desires to engage Custodian to provide custodial, safekeeping and related services with respect to such Assets; and

WHEREAS, Custodian is duly organized and authorized to act as a custodian and has represented that it has the facilities, personnel and systems necessary to provide the services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the custody, safekeeping, settlement and administration of the Assets.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

Unless the context requires otherwise, capitalized terms used in this Agreement shall have the meanings set forth below. "Business Day" means any day on which banks are open for general commercial business in the jurisdiction specified for notices. "Deliver" and "Delivery" include electronic settlement as permitted by market practice.

2. APPOINTMENT AND SCOPE OF SERVICES

2.1 Appointment. Client hereby appoints Custodian to serve as custodian of the Assets and to perform the services described in this Agreement and any schedules attached hereto. Custodian accepts such appointment and agrees to perform the services subject to the terms and conditions of this Agreement.

2.2 Services. Custodian's services shall include: (a) physical and/or electronic safekeeping of Assets; (b) processing of receipts and deliveries of securities and other instruments; (c) maintaining records of holdings and transactions; (d) preparing periodic custodial statements; and (e) such other services as the parties may agree in writing. The parties may specify additional services in writing, which shall be appended as a schedule and incorporated herein.

3. DUTIES AND STANDARD OF CARE

3.1 Standard of Care. Custodian shall perform its duties hereunder with the degree of care and skill ordinarily exercised by fiduciaries or custodians providing similar services under comparable circumstances. Custodian shall exercise reasonable care in selecting and monitoring any sub-custodian retained to hold Assets.

3.2 No Investment Discretion. Except as otherwise expressly agreed in writing, Custodian shall have no authority to direct investment, trade, or otherwise make decisions with respect to the management of the Assets.

4. CLIENT RESPONSIBILITIES

4.1 Instructions. Client shall deliver to Custodian all instructions, documentation and authorizations reasonably necessary for Custodian to perform the services. Custodian may rely upon any instruction reasonably believed by Custodian to have been given by an Authorized Person identified in writing by Client.

4.2 Representations. Client represents and warrants that it has full right, power and authority to deliver the Assets and to enter into this Agreement, and that such delivery will not violate any agreement or law binding on Client.

5. FEES, EXPENSES AND PAYMENT

Custodian shall be entitled to receive the fees and reimbursement of expenses set forth in the Fee Schedule. Fees are payable in arrears unless otherwise agreed. Client shall reimburse Custodian for reasonable out-of-pocket expenses, sub-custodian charges, taxes and third-party fees incurred in connection with the performance of services under this Agreement.

If fees are based on the value of Assets, such value shall be determined in accordance with Client's customary valuation policies unless otherwise agreed in writing.

6. RECORDS; STATEMENTS; AUDIT

Custodian shall maintain adequate records of all transactions effected on behalf of Client and shall provide periodic statements in the manner and frequency agreed by the parties. Client shall have the right, upon reasonable prior notice and during normal business hours, to inspect Custodian's records relating to Client's Assets or to arrange for an independent audit, provided such inspection or audit is conducted in a manner that does not unreasonably disrupt Custodian's business.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it has the full power and authority to enter into and perform this Agreement; and (c) the execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action.

8. INDEMNIFICATION

Client agrees to indemnify, defend and hold harmless Custodian and its officers, directors, employees and agents from and against any and all claims, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of: (a) Client's breach of this Agreement; (b) Client's negligence, willful misconduct or misrepresentation; or (c) the nature, origin or title of the Assets, except to the extent such claims arise from Custodian's gross negligence or willful misconduct.

9. LIMITATION OF LIABILITY

Except as otherwise provided herein, in no event shall Custodian be liable for any indirect, special, incidental, consequential or punitive damages, or lost profits, even if advised of the possibility of such damages. Custodian's aggregate liability to Client for claims arising out of or in connection with this Agreement shall not exceed the fees paid to Custodian by Client under this Agreement for the twelve (12) month period preceding the event giving rise to the claim, except for liability resulting from gross negligence, willful misconduct or fraud.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated as provided in this Section 10.

10.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

10.3 Effect of Termination. Upon termination, Custodian shall deliver the Assets to Client or to such successor custodian as Client may reasonably direct, subject to Custodian's right to retain funds to satisfy any unpaid fees or other obligations and to a reasonable period to effect orderly transfer.

11. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information concerning the other party obtained in connection with this Agreement, except (a) to the extent required by law, regulation or professional standards; (b) to its legal or financial advisors on a need-to-know basis; or (c) with the disclosing party's prior written consent. The obligations in this Section shall survive termination of this Agreement.

12. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including anti-money laundering and sanctions laws. Custodian may take such actions or refuse to comply with instructions if required by applicable law or a governmental or self-regulatory authority.

13. NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as either party may designate by notice).

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties below, without regard to conflict of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with any schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the parties' intent. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

ADDITIONAL PROVISIONS

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