DEPOSITARY AGREEMENT. by and between. Hof Hoorneman Fund Management N.V. and. the funds as referred to in Schedule 3 to this agreement.

Transcription

1 BNY MELLON DEPOSITARY AGREEMENT by and between Hof Hoorneman Fund Management N.V. and the funds as referred to in Schedule 3 to this agreement and THE BANK OF NEW YORK MELLON SA/NV, acting through its AMSTERDAM BRANCH 1

2 DEPOSITARY AGREEMENT dated July 1st, 2014, and effective date July 22nd, 2014 between: (1) Hof Hoorneman Fund Management N.V., a limited liability company organised under the laws of the Netherlands, having its address at: 2801 PE Gouda, Gosthaven 52, with company number , (the "Manager") acting in its own name and where appropriate acting in the name of the Funds; (2) each of the funds listed in Schedule 3 to this Agreement (hereinafter jointly referred to as the "Funds", and each as a "Fund" or one of their subfunds, where applicable); and (3) THE BANK OF NEW YORK MELLON SA/NV, a public limited liability credit institution organised under the laws of Belgium, with company number , whose registered office is at 46 Rue Montoyer, B-1000 Brussels, Belgium, acting through its AMSTERDAM BRANCH located at WTO Building, Podium Office, B Tower, Strawinskylaan 337, 1077 XX Amsterdam, the Netherlands (the "Depositary"). The Manager, the Funds and the Depositary are hereafter individually also referred to as a "Party" and collectively as the "Parties". WHEREAS (A) The Funds each qualify as an AIF as defined in Directive 2011/61/EC on Alternative Investment Fund Managers (the "Directive") and the Commission Delegated Regulation (EU) 231/2013 ("AIFMR") and the Manager is the Funds' Manager and AIFM as defined in the Act on Financial Supervision (IAW op het financieel toezicht) as it reads from time to time ("Act on Financial Supervision"). To the extent the context of this agreement so requires, the terms of this agreement are to be interpreted as defined per individual Fund. In that respect, any reference to "the Fund" shall include a reference to each of the Funds. (B) In case the assets and liabilities of a Fund (the "Assets") {fondsvermogen) are segregated through Subfunds, the term "Fund" shall include a reference to an individual Subfund of such fund whenever used in this Agreement. (C) The Assets are composed of Financial Instruments within the meaning of the Directive (as defined hereafter) and other assets ("Other Assets"). For the avoidance of doubt, financial instruments which, in accordance with applicable national law, are only directly registered in the name of the Fund with the issuer itself or its agent do not form part of the financial instruments to be held in custody even if the Depositary acting as an agent of the Fund operates such registration. (D) The Manager has selected the Depositary to act as the Funds' depositary in accordance with the Directive. (E) The Depositary is willing to accept the obligations of a depositary pursuant to the AIFMD Rules as well as under the management regulations and the offering document of the Fund (the "Constitutive Documents"), to the extent these are in conformity with the AIFMD Rules. The Manager is willing to accept the obligations of an AIFM pursuant to the AIFMD Rules and the Constitutive Documents. (F) Parties have agreed that this Agreement will reflect each of the Parties' rights and obligations with respect to the depositary services as referred to in the Directive. 2

3 (G) The Manager has informed the Depositary in sufficient detail on the categories of assets and the countries in which the Fund invests as well as other relevant salient features of the investment strategy and the Depositary has obtained all information it requires to provide the Services. (H) Services set out in this Agreement which are provided pursuant to the Directive shall be provided by the Depositary based on this Agreement only. The Depositary is not requested nor obliged to provide any services regarding investment advice under this Agreement. The Manager furthermore does not delegate any portfolio or risk management tasks to the Depositary under this Agreement. NOW IT IS HEREBY AGREED AS FOLLOWS The Manager and the Funds, as defined in this Agreement appoint the Depositary as depositary of the Funds and the Depositary hereby confirms acceptance of such appointment and the attendant responsibilities, both in accordance with the AIFMD Rules. 1 Definitions Whenever used in this Agreement, the following words shall have the meaning set forth below: "Agreement" shall mean this depositary agreement, including any applicable Schedules ; "AIF" shall mean "AIF" as defined in the Directive; "AIFM" shall mean an "AIFM" as defined in the Directive; "AIFMD Rules" shall mean the set of rules formed by the Directive, the AIFMR, other applicable Dutch laws (including the Act on Financial Supervision) as well as any other regulations and policy rules and regulations issued or imposed by the Netherlands Authority for the Financial Markets {Stichting Autoriteit Financiele Markten, orafm) and the Dutch Central Bank (De Nederlandsche Bank N. V.), as in force from time to time. "Assets" shall mean the assets of the Fund which are composed of Financial Instruments and Other Assets; "Authorised Instructions" shall mean Oral Instructions or Written Instructions actually received by the Depositary and reasonably believed by the Depositary to be from an Authorised Person; "Authorised Person" shall mean any Person authorised by the Manager or the Fund to give Oral Instructions or Written Instructions to the Depositary in relation to this Agreement and is notified as such to the Depositary. A person will continue to be an Authorised Person until the Depositary receives a notice in writing from the Manager or the Fund that such person no longer qualifies as an Authorised Person; "Belgian Fungible Securities Rules" shall mean: a. with respect to Belgian public debt securities, the Law of January 2, 1991 on the Market of Public Debt Securities and the Instruments of Monetary Policy, Articles 3 to 12; 3

4 b. with respect to treasury paper issued by companies established in Belgium and deposit certificates issued by banks established in Belgium, the Law of July 22, 1991 on Treasury Paper and Deposit Certificates, Article 7, paragraph 1; c. with respect to dematerialised shares or bonds issued by Belgian limited liability companies, the Belgian Companies Code, Articles 460 and 468 to 475; and d. with respect to all other negotiable financial instruments, Belgian as well as foreign, listed in article 2, 1 of the Law of 2 August 2002 on the supervision of the financial sector and on financial services, the Belgian Royal Decree 62. "BNYM" shall mean The Bank of New York Mellon Corporation, a Delaware corporation with head office at One Wall Street, New York, NY 10286, U.S.A.; "BNY Mellon Affiliate" shall mean any direct or indirect subsidiary of BNY Mellon within the meaning of section 2:24a of the Dutch Civil Code; "Business Day" shall mean a day on which Dutch commercial banks are open for business, not being a Saturday or a Sunday; "Cash Accounts" shall mean the cash accounts opened by the Depositary in its books in the name of the Fund; "Composite Currency Unit" shall mean any composite unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time; "Constitutive Documents" shall mean the articles of association, the management regulations and any offering documents in respect of a Fund; "Data Licensor Terms" shall mean the set of terms and conditions (as may be amended by the Depositary or any BNY Mellon Affiliate without notice to the Manager or the Fund available at any successor website the address of which is provided by the Depositary to the Manager; "Data Providers" shall mean pricing vendors, brokers, dealers, AIFM, Authorised Persons, and any other Person providing Market Data to the Depositary; "Delegation" shall have the meaning ascribed to it in Section 2.3.; "Depositary" shall have the meaning ascribed to it in the preamble; "Directive" shall mean Directive 2011/61/EC on Alternative Investment Fund Managers and its implementing regulations at an EU or Dutch level; "Escalation Procedure" shall have the meaning ascribed to it in Section 12.5; "Financial Instruments" shall mean the financial instruments (as defined in the Directive) that are held or shall be held in custody by the Depositary within the meaning of the Directive; "Financial Instruments Look Through Obligation" shall have the meaning ascribed to it in Section (i) (a); "Fund" shall have the meaning ascribed to it in the preamble; "Governmental Institution" shall mean any government or governmental body, including courts or tribunals; 4

5 "Inventory" shall mean the comprehensive and up to date inventory of the Other Assets held by the Fund; "Investor" shall mean a shareholder in or a Unitholder of a Fund; "Loss" shall have the meaning ascribed to it in Section 7.1.; "Manager" shall have the meaning ascribed to it in the preamble; "Market Data" shall mean pricing or other data related to Assets and shall not include any performance and risk analytics services; "Operating Level Agreement" shall mean the non-legally binding document setting out detailed operational arrangements in relation to the Services to be provided by the Depositary; "Oral Instructions" shall mean instructions expressed in spoken words received by the Depositary. Where the Depositary provides recorded lines for this purpose, such instructions must be given using such lines; "Order" shall mean any law, decree, regulation, decision or order; "Other Assets" shall mean all assets which are not Financial Instruments; "Other Assets Look Through Obligation" shall have the meaning ascribed to it in Section (ii); "Party" and collectively "Parties" shall mean the Manager, the Fund and the Depositary; "Person" shall mean any legal entity or individual; "Pledged Assets" shall have the meaning ascribed to it in Section 3.6.; "Royal Decree 62" shall mean the Belgian Coordinated Royal Decree N" 62 of 10 November 1967 on the deposit of fungible financial instruments and the settlement of transactions in these instruments, as amended from time to time; "Schedule" shall mean a schedule to this Agreement; "Section" shall mean a section of this Agreement; "Securities Accounts" shall mean the securities accounts opened by the Depositary in its books in the name of the Fund; "Service Level Document" shall mean the legally binding document setting out in general terms the operational arrangements in relation to the Services to be provided by the Depositary; "Services" shall have the meaning ascribed to it in Section 2.2.; "Sub-Custodian" shall have the meaning ascribed to it in Section (i); "Subfund" shall mean any compartment of a Fund as defined in the Act on Financial Supervision; "Subsidiary" shall mean a financial or legal structure wholly- or partially- owned, directly or indirectly, by the Fund or the Manager on behalf of the Fund incorporated in the Netherlands or in any other jurisdictions; "Taxes" shall have the meaning ascribed to it in Section 10.1,; 5

6 "Third Party" shall mean any Person other than a Party; "Unitholder" shall mean a person entered into the register kept by the Manager as being the registered holder of participations in a Fund; and "Written Instructions" shall mean written communications received by the Depositary by S.W.I.F.T, overnight delivery, postal services, facsimile transmission, , an on-line communication system or other method system (whether electronic or not and whether secure or not), each as specified by the Depositary as available for use in connection with the Services hereunder. The headings in this Agreement are only for convenience and do not affect its meaning. Any reference to any provision of statute, enactment, order, regulation or other legislation refers to the provision as it is amended or re-enacted from time to time. 1.2 Structure of Agreement This Agreement constitutes a single agreement per Fund. This document therefore reflects a range of separate individual but identical agreements entered into in number equal to the number of Funds listed in Schedule 3. It does not in any way create a single agreement between all Funds and accordingly there shall not be any joint liability of the Funds. 1.3 Inclusion of funds The Parties to this Agreement may at any time add or remove funds from the list included in Schedule 3 to this Agreement in accordance with Section Should any of the Funds included in Schedule 3 to this Agreement from time to time, be structured as a fund for joint account {fonds voor gemene rekening) under the laws of the Netherlands, any reference in this Agreement to a Fund shall, to the extent relevant, include and be construed as a reference to the Legal Owner of the assets of such Fund and, where applicable, to any sub fund of such Fund. 2 Provisions regarding Depositary 2.1 Appointment The Manager enters into this Agreement in its capacity of manager of the Funds. The Manager and the Funds appoint the Depositary as Depositary to provide the Services pursuant to this Agreement with effect from 22 July The Depositary hereby accepts such appointment and is authorised and instructed to perform the Services (as defined below) pursuant to this Agreement. 2.2 Services of Depositary The Depositary shall act as depositary pursuant to the AIFMD Rules and the Constitutive Documents. The Depositary assumes all obligations arising for depositaries pursuant to the AIFMD Rules and the policy rules issued by the European Securities and Markets Authority, and nothing in the Agreement is intended to diminish or otherwise take anything away from compliance therewith. Consequently, nothing in the Agreement should be interpreted as an intention of the Depositary to agree otherwise. The Depositary shall consult the Manager in case compliance with any of the foregoing will require an amendment to this Agreement. The the policy rules issued by the European Securities and Markets Authority and the AIFMD Rules shall at all times prevail over any matter in the 6

7 Agreement (including its Schedules) which may be contradictory thereto (in whole or in part). In addition, the Depositary shall act honestly, fairly, professionally, independently and always in the interest of the Fund and the Investors, in the execution of the Services under this Agreement (the "Services") and shall not undertake any activities with regard to the Funds that may create conflicts of interest between the Investors, the Manager or the Funds. The Parties agree and acknowledge that the Assets may be owned or acquired on behalf of the Fund through Subsidiaries. The Manager represents and warrants that it shall make the necessary arrangements to organise appropriate contractual arrangements with the Subsidiaries to enable the Depositary to perform its Services in respect of such Subsidiaries in compliance with the AIFMD Rules, including but not limited to any lookthrough and ownership verification requirements (also concerning the shares of other interests in the Subsidiaries). The Depositary shall provide the Manager and the Fund at the commencement of this Agreement and on an ongoing basis with all relevant information required for the Manager to discharge its duties, including the exercise of any rights attached to Assets, and in order to allow the Manager to have a timely and accurate overview of the Fund's accounts. The Service Level Document will contain the means and procedures by which the Depositary transmits such information Safekeeping (i) Safekeeping of Financial Instruments Financial Instruments shall be held in custody by the Depositary. The Depositary has certain administrative tasks in relation to Financial Instruments. (a) Custody The Depositary will ensure that: 1. the Financial Instruments that can be registered in a Securities Account are registered in segregated Securities Accounts so that they can be clearly identified at all times as belonging to the Funds ; 2. records and segregated Securities Accounts are maintained in a way that ensures their accuracy, and in particular record the correspondence with the Financial Instruments and cash held for the Funds; 3. reconciliations are conducted on a regular basis between the Depositary's internal accounts and records in accordance with the Service Level Document ("SLD") and those of any Third Party to whom custody functions have been delegated (hereinafter referred to as "Sub-custodian"); 4. due care is exercised in relation to the Financial Instruments held in custody in order to ensure a high standard of protection of Investors; 7

8 5. all relevant custody risks throughout the custody chain are assessed and monitored and the Manager is informed of any material risk identified; 6. adequate organisational arrangements are introduced to minimise the risk of loss or diminution of the Financial Instruments, or of rights in connection with those Financial Instruments as a result of fraud, poor administration, inadequate registering or negligence; and 7. the legal ownership right over the Financial Instruments is verified. When the Depositary has delegated custody functions to a Third Party, it remains subject to the obligations under 2 to 5 above and it must ensure that such Third Party is subject to the obligations 2 to 7 above, without prejudice to its obligations under article 99 (1)(a) of the AIFMR. If all or part of the Financial Instruments are held through one or several Subsidiaries controlled directly or indirectly by the Fund, the above custody obligations shall apply to such underlying Financial Instruments on a look-through basis (the "Financial Instruments Look Through Obligation"). For the avoidance of doubt, it is acknowledged that the Financial Instruments Look Through Obligation does not apply in case of fund of funds or master-feeder funds where the underlying funds have a depositary which keeps in custody such funds' assets. (b) Administrative tasks The Depositary has the following administrative tasks in relation to the Financial Instruments held in custody by the Depositary: 1. to receive and deposit into the Cash Accounts, the proceeds of the sales of the Financial Instruments; 2. to pay, further to receiving Authorised Instructions, the countervalue of the Financial Instruments purchased as and when due, debiting the Cash Accounts. The Depositary shall, as far as possible and provided there are no Authorised Instructions to the contrary, transfer the Financial Instruments sold against payment of their countervalue; 3. to collect, pursuant to a permanent authorisation from the Fund, the dividends, interest and other distributions of any nature resulting from the ownership of Financial Instruments, and upon receipt by the Depositary to remit to the Fund such dividends, interest and other distributions of any nature; 4. to transfer to the relevant body the Financial Instruments which must be remitted to permit reimbursement, redemption, exchange or other regularisation and to 8

9 (ii) Other Assets undertake the relevant acts and measures to cash the amounts due to the Fund; 5. to transmit to the Manager any important information and notices received by the Depositary from issuers of Financial Instruments; and 6. upon Authorised Instructions, use its best efforts to deliver or to cause to deliver to the Fund, proxies to vote on Financial Instruments, provided the Depositary will not be obliged to appear as the holder of such Financial Instruments on any attendance list. With respect to Other Assets, the Depositary shall verify the legal ownership of the Fund and the Depositary shall maintain and keep up to date a record for such Other Assets (including their notional amounts) for which the Depositary is satisfied that the Funds hold legal ownership so as to be able to provide an inventory on such basis at any time. If all or part of the Other Assets are held through one or several Subsidiaries controlled directly or indirectly by the Fund, the above obligations shall apply to such underlying Other Assets on a look-through basis (the "Other Assets Look Through Obligation"). For the avoidance of doubt, it is acknowledged that the Other Assets Look Through Obligation does not apply in case of fund of funds or master-feeder funds where the underlying funds have a depositary which provides ownership verification and record keeping functions for such funds' assets. The Manager and the Fund shall on an ongoing basis provide the Depositary with all relevant information on a timely basis the Depositary needs to discharge its duties and/or where appropriate give access to such information and/or procure that relevant Third Parties provide such information or grant access to such information. Without prejudice to the Depositary's obligations and liability under the AIFMD Rules, the Manager and the Fund acknowledge and agree that the Depositary does not have any liability for the accuracy and correctness of such information. The assessment whether the Fund holds ownership of the Assets shall be based on the information or documents provided by the Manager to the Depositary. (a) Having regard to the above, the Manager and the Fund shall or, as may be applicable, procure that Third Parties ensure that: Other Assets cannot be assigned, transferred, exchanged or delivered without prior notification to the Depositary. In addition, all documents evidencing the transaction must be provided to the Depositary promptly; and «Other Assets are properly registered in the name of the Fund and there is consistency between the positions in the 9

10 2.2.2 Cash Flow Monitoring records of the Fund and the Inventory and that all relevant Information is transmitted to the Depositary, so as to permit the Depositary to conduct its own reconciliation. The Depositary will verify the ownership of the Other Assets on the basis of the abovementioned procedure. Should the Depositary detect anomalies and/or require further information, it will initiate the Escalation Procedure as set out in section 12.5 hereafter. To discharge its cash monitoring obligations, the Depositary shall in general ensure that the cash flows of the Fund are properly monitored and shall in particular ensure that all payments made by or on behalf of Investors upon the subscription of shares of the Fund have been received and that all cash that has been received by the Fund has been booked on the Cash Accounts or on cash accounts opened by the Depositary acting on behalf of the Fund at an entity that meets the requirements laid down in the Directive. Where the cash accounts are opened in the name of the Depositary acting on behalf of the Fund, such accounts must not be used to book own cash of the Depositary and/or cash of the entity where such accounts are opened. (i) Having regard to the above, the Manager and the Fund shall provide the Depositary or procure that relevant Third Parties provide the Depositary at the commencement of this Agreement and on an ongoing basis with all relevant information reasonably required for the Depositary to discharge its duties, notably on all existing accounts and/or the opening of new accounts holding cash of the Fund, including such accounts that have been opened with Third Parties in which case the information is to be provided directly by such Third Party. (ii) Based - where applicable - on the information received as per the above and having regard to the fact that the Depositary does not have a duty to verify such information independently, the Depositary shall further: on a daily basis or, in case of infrequent cash movements, each time such a movement occurs, perform a reconciliation of the cash flows; on a daily basis or, in case of infrequent cash movements, each time such a movement occurs, identify significant cash flows and cash movement that are in the reasonable opinion of the Depositary inconsistent with the Fund's operations. The Depositary will, in such case, initiate the Escalation Procedure as referred to in section 12.5 hereafter; from time to time and at least once a year check the adequacy of these controls as well as of the reconciliation processes and ascertain that all accounts of the Fund holding cash are included in the reconciliation process; make sure that all monies paid by Investors with regards to their subscription of units or shares of the Fund have been received and booked properly; 10

11 and the Depositary may rely on such information without a duty of independent verification and the Manager is responsible for any inaccuracies, omissions or other errors Oversight The Depositary must perform, in accordance with applicable markets standards, certain monitoring and supervisory duties. (i) The Depositary shall perform ex post controls and verifications of the relevant processes and procedures of the Manager, the Fund and, where applicable. Third Parties appointed by the Manager or the Fund for the relevant functions, such as the central administration agent and/or registrar and transfer agent and, as the case may be, investment manager. The Depositary shall ensure that appropriate verification and reconciliation procedures exist, are implemented, applied and reviewed from time to time, as appropriate. The procedures, controls and verifications referred to in the preceding paragraph must take into account the nature, scale and complexity of the Fund. In order to discharge its obligations, the Depositary shall on an ongoing basis assess the risks associated with the nature, scale and complexity of the Fund and the Manager's organisation and then establish oversight procedures which are appropriate and proportionate. The Depositary shall regularly review and, where required, update such procedures. The Depositary shall implement and apply such procedures. (ii) The Manager shall provide or procure that relevant Third Parties, such as the central administration agent, the registrar and transfer agent and where applicable the investment manager and the external valuer, provide the Depositary at the commencement of this Agreement and on an ongoing basis with all relevant information that the Depositary needs to discharge its obligations, including notably reports and statements in relation to recognised external certifications on the adequacy and relevance of procedures and controls, pursuant to the Directive. Furthermore, the Manager shall grant or procure that the relevant Third Parties grant to the Depositary access to the books and the premises of the Manager and of the relevant Third Parties, as the Depositary may require in its reasonable discretion. Without prejudice to the Depositary's obligations and liability under the AIFMD Rules, the Depositary may reasonably rely on such information without independent verification and the Manager is responsible for any inaccuracies, omissions, or other errors in relation to such information, unless the Depositary knows or should have known that such information evidently could not be relied upon. (iii) With a view to the above, the Depositary shall in accordance with the provisions in the Directive: 11

12 2.2.4 Other Services ensure that subscriptions, redemptions and conversions of units or shares of the Fund are carried out in accordance with applicable national law and the Constitutive Documents; ensure that the net asset value of units or shares of the Fund is calculated in accordance with applicable national law, the Constitutive Documents and the Directive; carry out the instructions of the Manager, unless they conflict with applicable national law and the Constitutive Documents; ensure that in transactions involving the Assets, the consideration is remitted to it within the usual time limits; and ensure that the income of the Fund is applied in accordance with applicable national law and the Constitutive Documents. In case the Depositary becomes aware of shortcomings that - even though notified to the Manager - have not been remedied to the satisfaction of the Depositary, the Depositary shall make use of the Escalation Procedure. The Depositary shall upon Authorised Instructions and insofar as the Assets allow it: 2.3 Delegation of functions and tasks pay through the debit of the Cash Accounts, bills, statements, taxes, management fees, depositary fees and other fees and liabilities of the Fund; execute all transfers of cash in relation with foreign exchange trades or investments; receive the amounts transferred to cover subscriptions of units or shares of the Fund and pay redemption proceeds; and perform such other acts as have been agreed from time to time between the Depositary and the Fund. The Depositary may not delegate to Third Parties any of the functions entrusted to the Depositary by virtue of this Agreement save for the safe-keeping functions in relation to Financial Instruments and Other Assets as further described in clause of this Agreement, provided, however, that the requirements for such delegation (a "Delegation") as provided for in the AIFMD Rules have been complied with. The liability of the Depositary shall not be affected by a Delegation. A Third Party to whom such functions have been delegated may sub-delegate under the same conditions as the Depositary. The provision of services as specified by the EU Directive 98/26/EC by securities settlement systems as designated for the purpose of that directive or the provision of similar services by third country securities settlement systems is, however, not regarded as a Delegation. 12

13 2.3.1 Any Delegation must be made in conformity with the AIFMD Rules and consequently it is subject to the following requirements There must be - as to be determined by the Depositary in its reasonable discretion and in conformity with the Directive and Dutch market practice - an objective reason for the Delegation and notably there must be no intention to avoid the requirements of the Directive The Depositary must exercise due skill, care and diligence in the selection and the appointment of the relevant Sub-custodian and in relation to the periodic review and the ongoing monitoring of the Sub-custodian and the arrangements of the Sub custodian in respect of the matters delegated to it, including the regular monitoring of the Sub-custodian's performance and compliance with the Depositary's standards. In order to fulfil this obligation, the Depositary shall implement and apply an appropriated and documented due diligence procedure in accordance with article 98 of the AIFM Regulation. The Depositary must ensure that the Sub-custodian: has appropriate structures and expertise in relation to the matters delegated having regard to the nature and complexity of the relevant Assets; where applicable, having regard to the matters delegated and the type of Assets, shall segregate the relevant Assets from the Sub-custodian's own assets, the Depositary's own assets and assets of clients of the Depositary that are not AlFs in a way that such Assets can at any time be clearly identified as belonging to AIF clients of the Depositary; maintains such records and accounts as are required for the segregation referred to above and to maintain such records and accounts in a manner to ensure their accuracy; where applicable, having regard to the matters delegated and the type of Assets, shall not make use of the relevant Assets without the prior express and specific consent of the Fund and prior notification of the Depositary; and more generally, shall comply with all the duties and obligations the Depositary would have to comply with, had the Depositary not delegated the relevant matter The Depositary must conduct regular reconciliations between its internal accounts and records and those of the Sub-custodian. The Depositary has, to the broadest extent permitted by the Directive and Other Dutch Laws, no responsibility for any inaccuracy, omission or other error in relation to records kept and information provided by the Sub-custodian to the Depositary and as a result thereof cannot be held liable for such to the broadest extent permitted by the Directive and Other Dutch Laws Without prejudice to the other provisions in this section 2, the following must be complied with in relation to the selection and on-going monitoring of the Sub custodian. 13

14 (i) The Depositary must exercise due skill, care and diligence to ensure that the Sub-custodian provides an adequate standard of protection, notably in relation to the Sub-custodian's practices, procedures and internal controls, its financial strength and reputation and its operational and technological capabilities. (ii) The Depositary shall in this context further assess at the outset and, as part of the periodic review, the regulatory and legal framework, including custody risk and enforceability of the contractual arrangements with the Sub-custodian. Such assessment shall have a particular focus on potential implications of an insolvency of the Sub-Custodian. If so warranted for the reason of market turmoil or when a risk has been identified, the frequency and scope of the review shall be increased. The Depositary shall inform the Manager without undue delay of any material changes of such risks. (ill) If the Depositary becomes aware that segregation is not sufficient to ensure protection from insolvency because of the law of the relevant jurisdiction, the Depositary shall immediately inform the Manager and this matter shall be escalated to the board of directors of the Manager. The board of directors of the Manager shall decide promptly whether or not to maintain such investments. In case the investments are maintained the Depositary may in its reasonable discretion, having regard to possible alternative solutions, such as a transfer of the Financial Instruments to another Sub- Custodian and/or enhanced protection by way of additional contractual arrangements, decide to initiate the Escalation Procedure. (iv) The Depositary must ensure that a Sub-custodian is an entity subject to effective prudential regulation, including minimum capital requirements, and to supervision in the relevant jurisdiction and that the Sub-custodian is subject to an external periodic audit to ensure that the Financial Instruments are in its possession, all as further detailed in the Directive. (v) Notwithstanding the above, where the law of a third country requires that certain Financial Instruments be held in custody by a local entity and no local entity meets the requirements in the preceding paragraph, the Depositary may delegate to a local Sub-custodian to the extent required by the law of such jurisdiction and as long as no other local entity meeting the relevant requirements exists, provided that: (vi) Contingency Plans the Investors have been duly informed that such delegation is required based on the above, such information to be provided prior to their investment; Authorised Instructions to delegate to the Sub-custodian have been given. The Depositary shall devise contingency plans for each market in which it appoints a Sub-custodian in accordance with Section 2 to perform safekeeping duties. Such a contingency plan shall include the identification of an alternative provider, if any, and will be made available to the Manager 14

15 upon request. More generally, the Depositary shall take measures deemed appropriate by the Depositary having regard to the best interest of the Fund and the Investors, including termination of the contract with the Sub custodian, where the Sub-custodian does not comply with the requirements. (vii) The Depositary may under its own responsibility, without prejudice to the above provisions, obtain assistance from Third Parties, in relation to the performance of tasks. (viii) List of Sub-custodians The Depositary shall indicate in Schedule 2 the countries where it may use Sub-custodians and, upon request by the Fund or the Manager, the Depositary shall provide such information as it deems appropriate and reasonable in relation to the criteria used to select Sub-custodians and the steps envisaged to monitor their relevant activities. The Depositary may add or remove countries from such Schedule, provided it has given prior notice to the Manager as soon as reasonably possible through Netinfo or otherwise. 3 Rights of the Depositary The Depositary shall have the following rights: 3.1 To receive advice If the Depositary shall at any time be in doubt as to any action to be or not to be taken by it, it may, with the prior consent of the Manager, obtain advice at the expense of the Fund and may, but shall not be required to, act thereon. 3.2 To institute legal proceedings The Depositary shall not be required to take any legal action hereunder unless it shall have received written confirmation from the Manager to be fully indemnified to its reasonable satisfaction for costs and liabilities and, if the Manager requires the Depositary in any capacity to take any action which in the opinion of the Depositary might make the Depositary liable for the payment of money or liable in any other way, the Depositary shall be kept indemnified in any reasonable amount and form satisfactory to it as a prerequisite to taking such action. In deviation from the previous sentence, the Depositary will not withhold any legal action reasonably to be taken by it in case such action is in the best interest of the Investors in the Fund and cannot be delayed, due to the urgent nature of the matter involved, until the written confirmation of the Manager has been obtained. 3.3 To be indemnified The Fund agrees that it will indemnify and hold harmless the Depositary and its employees, officers and directors from any and all reasonable costs, liabilities and expenses resulting directly or indirectly from the fact that the Depositary or administrative officers appointed by the Fund and selected from among the staff of the Depositary have acted hereunder as agent of the Fund in accordance with Authorised Instructions, except in the case of gross negligence, intentional failure or in case such indemnification would be 15

16 contrary to mandatory provisions in the AIFMD Rules of any provision laid down in Section 7 of this Agreement. 3.4 To be reimbursed The Depositary shall be entitled to receive reimbursement for its reasonable cash disbursements under this Agreement from the Fund out of the Assets on demand. If the Manager or the Fund require the Depositary to advance cash or securities for any purpose, the Depositary shall be at liberty, however not under a duty, to advance such cash or securities. In the event that the Depositary, its Sub-Custodians, its agents or correspondents shall incur, or be assessed to, any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its negligent action, failure to exercise reasonable care in the performance of its Services hereunder or wilful misconduct or in case of any liability imposed by law, the Fund must reimburse and indemnify the Depositary promptly. 3.5 To use data processing records The Depositary is authorised (so far as permitted by applicable laws) to maintain all accounts, registers, corporate books and other documents on computer records and to produce at any time during the course of legal proceedings, copies or reproductions of these documents made by photographic, photostatic or data processing procedures as judicial evidence. 3.6 Pledge, Right to Set Off and Right of Retention By virtue of the present Section, the Manager and the Fund, as relevant, agree to and hereby pledge all the Assets on the Cash Accounts and Securities Accounts in favour of the Depositary (hereinafter called the "Pledged Assets") as a security of the payment of all sums due by the Fund to the Depositary whether present or future, incurred under this Agreement or in any other circumstance, in the form of principal, interest, expenses, and ancillary costs, including in particular, but without being limited to, any obligation owed to the Depositary in relation to the custody, commissioning and administration of the Assets (including in connection with overdrafts and foreign exchange) and any extension of credit separately agreed by the Depositary in order to facilitate the settlement of transactions. The present pledge constitutes a first priority pledge and the Fund shall not be authorised to grant any other pledge or security interest over the Pledged Assets without the Depositary's prior approval in writing. The Depositary expressly accepts the present pledge. The Pledged Assets will be designated in the books of the Depositary as being pledged in its favour, without the need to disclose such pledge on the statements produced by the Depositary and sent to the Fund. Such pledge does not prevent the use of the Pledged Assets. If the Fund does not honour any payment obligation towards the Depositary, the Depositary is authorised, without prior notice, to appropriate and sell all or part of the securities and to offset cash claims of the Fund against secured claims of the Depositary. 16

17 In addition to the above pledge, the Depositary shall have: o a general right to set off any claims it may have against the Fund against any cash held in the Cash Account. Such right of set-off shall, unless it has been expressly waived by the Depositary, not be affected by any other pledge granted by the Fund; and «a right of retention over all Financial Instruments and cash deposited with the Depositary, until payment in full by the Fund of all sums due by the Fund to the Depositary. 3.7 Contractual Settlements In relation to the Fund's transactions for the purchase or sale of assets on markets where delivery of assets is made against payment of cash, the Depositary may, at its absolute discretion, provide contractual settlement services. The Depositary reserves the right to reverse any transaction at any time if the relevant transaction has not been settled or appears in the Depositary's reasonable opinion, that it will not be settled. The Fund acknowledges that (i) the Depositary may at any time discontinue the contractual settlement services and that (ii) contractual settlement does not constitute a credit facility from the Depositary. The Fund indemnifies the Depositary for all direct or indirect costs, losses and damages resulting from the provision of contractual settlement services to the Fund. 4 Duties of the Fund Without prejudice to the Depositary's obligations under this Agreement, the Manager and the Fund will provide and, where relevant, procure that relevant Third Parties such as the Fund's central administration agent, the registrar and transfer agent, investment manager, independent (external) valuer, investment adviser, placing agents and distributors, will provide continued support and assistance to the Depositary, as may be required for the Depositary to discharge its obligations under the AIFMD Rules. The Parties agree to transmit all or part of the information that flows between them electronically provided that proper recording of such information is ensured. 4.1 With a view to the above, the Manager and the Fund shall provide or procure that relevant Third Parties provide, to the Depositary, the information and confirmations as may be required by the AIFMD Rules and as notably laid down in this Agreement. The Manager shall further inform the Depositary at the commencement of this Agreement in sufficient detail on the categories of assets and the countries in which the Fund may invest as well as other relevant salient features of the investment strategy. [Reference is made in this respect to Schedule [ ] of this Agreement that contains such information as of the date this Agreement has been executed.] Any investments to be made in an excluded asset category or country must be notified to the Depositary sufficiently in advance to permit the Depositary to take an informed view to properly assess potential relevant risks, notably custody risks, prior to the investment being 17

18 / made. The Depositary may refuse such changes if in the reasonable and documented assessment by the Depositary the relevant Assets are not sufficiently protected. Changes to which the Depositary has not opposed to within a reasonable time, which in any event must not be longer than three (3) Business Days, shall be reflected in Schedule [ ] and countersigned by all Parties. 4.2 Securities accounts or cash accounts opened by the Manager or the Fund with another entity than the Depositary shall be disclosed to the Depositary within one (1) Business Day after the opening of such account, in order for the Depositary to perform its Services. 4.3 The Manager and the Fund commit to ensure, in case of appointment of a prime broker, that the prime brokerage agreement requires the prime broker to promptly make available to the Depositary any and all information for the latter to discharge its obligations under the AIFMD Rules, or to be reflected in more detail in a Schedule to this Agreement. 5 Instructions 5.1 Authorised Instructions The Depositary shall be entitled to rely upon any Oral Instructions or Written Instructions actually received by the Depositary and reasonably believed by the Depositary to be from an Authorised Person. The Depositary is under no duty to question any Authorised Instruction. The Manager and the Fund agree that an Authorised Person shall forward to the Depositary Written Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Depositary. The Depositary may act on such Oral Instructions, but is however not obliged to do so until confirming Written Instructions are received. The Manager and the Fund agree that the fact that Written Instructions confirming Oral Instructions are not received or that contrary Written Instructions are received by the Depositary shall in no way affect the validity or enforceability of transactions effected by the Depositary on the basis of such Oral Instructions. 5.2 Authentication and Levels of Security of Written Instructions If the Depositary receives Written Instructions that appear on their face to have been transmitted by an Authorised Person, the Manager and the Fund understand and agree that the Depositary cannot determine the identity of the actual sender of such Written Instructions. The Manager and the Fund shall be responsible for ensuring that only Authorised Persons transmit Written Instructions to the Depositary and that all Authorised Persons treat applicable user and authorisation codes, passwords and authentication keys with extreme care. The Manager and the Fund acknowledge and agree that it is fully aware of the protections and risks associated with the various methods of transmitting Written Instructions to the Depositary and that there may be more secure methods of transmitting Written Instructions than the method selected by or on behalf of the Manager or the Fund. 6 Arrangements and Procedures This Section contains various (operational) arrangements and procedures in relation to the provision of Services. General provisions regarding the arrangements and procedures as set out in this Section are included in the Service Level Document as attached in Schedule 18

19 4. Detailed provisions regarding the arrangements and procedures as set out in this Section are included in the Operating Level Agreement. 6.1 Enquiry into Conduct In order for the Depositary to enquire into the conduct of the Manager in respect of the Fund and to assess the quality of information transmitted and upon reasonable request, the Manager and the Fund shall grant or procure - to the extent reasonably possible - that relevant Third Parties grant to the Depositary access to the Fund's or such Third Party's physical and electronic books and records relating to the Fund during normal business hours, subject to the usual confidentiality arrangements. 6.2 Performance of the Depositary The Manager will regularly, but at least once a year, review and opine on the proper performance of the Depositary of its Services under this Agreement. The Depositary will provide all reasonable cooperation and provide such documents and other information as the Manager and/or the Fund may reasonably request, including on-site inspections during the business hours of the Depositary, subject, however, to compliance to such confidentiality arrangement as the Depositary may reasonably request in relation to on-site inspections, with a view to Dutch data protection and confidentiality obligations. 6.3 Shares in the Fund The Manager will provide or procure that relevant Third Parties, such as notably the central administration agent and/or the registrar and transfer agent of the Fund, provide the Depositary, at the end of each Business Day when a request for the subscription of units or shares of the Fund or subscription monies has been received, with all information that is necessary for the Depositary to discharge its duties, such as information on subscriptions of units or shares of the Fund and information on subscription monies received by such Third Parties. 6.4 Modification of Rules The Manager will transmit to the Depositary the version of the Constitutive Documents that is applicable and in effect at the date of signing of this Agreement and shall promptly transmit any changes to the Constitutive Documents to the Depositary. Any material changes to the Constitutive Documents must be notified sufficiently in advance to the Depositary so as to permit the Depositary to properly review such changes. In case of material changes that may be detrimental to the Services, the Depositary may initiate the Escalation Procedure. 6.5 Money Laundering and Terrorism The Depositary shall implement and apply measures against money laundering and the fight against terrorism in accordance with Dutch laws and regulations on anti-money laundering and European Community's Council directives on anti-money laundering and counter-terrorism financing, each as amended from time to time. 6.6 Statements and Reports The Depositary shall make available to the Manager, on a periodic basis as agreed from time to time between the Parties, reports of all transfers in relation to the Assets and statements of all holdings by the Depositary. The Manager may elect to receive certain 19

20 information electronically through the internet to an address specified by it for such purpose. 6.7 Review of Reports If, after the Depositary makes a statement with respect to the Assets available to the Manager, the Manager has not given the Depositary written notice of any exception or objection thereto within a period agreed between the Parties, the statement shall be deemed to have been approved. 6.8 Inspection of Books and Records The Manager shall have the right, at its own expense and with reasonable prior written notice to the Depositary, to inspect the Depositary's books and records directly relating to the Assets during normal business hours, or to designate an accountant to make such inspection. 7 Liability 7.1 Liability for Custody of Financial Instruments The Depositary shall in accordance with the AIFMD Directive be liable for the loss of a Financial Instrument (a "Loss") by the Depositary or a Sub-custodian if and to the extent such liability arises pursuant to Article 21 (12) of the Directive and the AIFMR. The occurrence of a Loss is assessed in accordance with the meaning given to this term in the Directive and the AIFMR and in case the conclusion is reached that a Loss has occurred, this shall be notified to the Investors in accordance with the AIFMD Rules. In the event of a loss of Financial Instruments held in custody by the Depositary or a Sub custodian, the Depositary shall return financial instruments of identical type or the corresponding amount to the Fund without undue delay. The proceedings in relation to the assessment of the occurrence of a Loss shall be documented, including the reasoning and arguments brought forward by the Manager in sufficient detail and any documents such as opinions of legal advisers or auditors shall be part of such documentation, regardless of whether they are supportive or not of the Manager's arguments. Any views and opinions of legal advisors or auditors from the side of the Depositary shall as well form part of such documentation. Such documentation is submitted to the Netherlands Authority for the Financial Markets (Autoriteit Financiele Markten, or AFM) at its request or at the request of the Manager or the Depositary. In case the conclusion is reached that a Loss has occurred, this shall be notified in accordance with the Directive and the Other Dutch Laws to the Investors and the Netherlands Authority for the Financial Markets {Autoriteit Financiele Markten, or AFM). Upon the compliance with (payment) obligations by the Depositary following from (i) the occurrence of liability of the Depositary for any Loss under this Agreement or the Directive, or (ii) any compensation made by the Depositary to the Fund, the Depositary will be entitled to take recourse and to assume any action and make all declarations, registrations and confirmations necessary or useful for such recourse to be effective. If such recourse cannot be enforced in the relevant jurisdiction, the Fund shall act on behalf of the Depositary and shall transfer to it any recovered assets as the case may be. The Fund 20

21 undertakes to use its best efforts to actively assist the Depositary and act on its behalf upon request with a view to recovering any lost Assets or obtain any compensation. The Fund undertakes not to waive, exercise or refrain from exercising any right in relation to the lost Assets without prior consultation and authorisation from the Depositary. The Depositary shall not be liable for a Loss if the Loss has arisen as a result of an external event beyond the reasonable control of the Depositary (or, as the case may be, of the Sub- Custodian) the consequences of which would have been unavoidable despite all reasonable efforts to the contrary, in accordance with the meaning given to these terms in the Directive. Discharge from liability in case of delegation The Depositary is further discharged from its liability for a Loss if the relevant Financial Instrument is held by a Sub-Custodian if it can prove that: (a) all requirements for the delegation of its custody tasks set out in the AIFMD Rules are met; (b) a written contract between the Depositary and the third party expressly transfers the liability of the Depositary to that third party and makes it possible for the AIF or the AIFM acting on behalf of the AIF to make a claim against the third party in respect of the loss of financial instruments or for the Depositary to make such a claim on their behalf; and (c) a written contract between the Depositary and the AIFM expressly allows a discharge of the Depositary's liability and establishes the objective reason for such discharge. In case the Sub-Custodian does not meet the prudential regulations requirements as laid down in this Agreement and there are in such country no other potential Sub-Custodians that meet such requirements but the use of a local entity is required by the law of such country, the Depositary can discharge itself of liability for Loss, provided the offering document permits expressly such discharge, the Investors have been duly informed - where disclosure in the offering document is deemed to provide such due information and the delegation to the Sub-Custodian is in conformity with Authorised Instructions. 7.2 Liability in relation to Safekeeping of Other Assets, in relation to Oversight Services and in relation to Cash Flow Monitoring and in relation to Other Services The Depositary shall be liable for damages suffered by the Fund or by the Investors as a result of the Depositary's negligent or intentional failure to properly fulfil its obligations under this Agreement. Indirect and/or consequential damages are excluded. For the avoidance of doubt, it is acknowledged that - in relation to the obligation and liability for the proper performance of the oversight services - the functions rest with the Fund and/or the Manager and the relevant Third Parties, such as notably the central administration agent, the investment manager or the investment adviser, the registrar and transfer agent. The Depositary is not liable for acts of Third Parties and damages caused by their improper performance of their functions. The Depositary shall not be liable in case of force majeure. Force majeure includes an event caused in particular by the act of God, insurrection or civil disorder, war or military 21

22 operations, national or local emergency, acts or omissions of government, regulatory authority or other competent authority, compliance with any statutory obligation, industrial disputes of any kind, fire, explosion, break-down of means of communication, or any other situation whether similar or dissimilar outside its reasonable control and any such event or circumstance is a force majeure. The Depositary shall not be liable for damages resulting from bad or non transmission of messages and instructions due to technical failures. To the extent not prohibited by the Directive and the Other Dutch Laws, the Depositary shall not be liable for any failure to properly perform the Other Services as referred to in section unless such failure constitutes negligence. 7.3 Direct recourse Notwithstanding any possible contrary provisions in this Agreement, the Parties hereto agree that the Investors may directly invoke vis-a-vis the Depositary any rights of the Fund set out in this Agreement, besides the Fund, (whether or not by way of reference to the Directive) pursuant to Article 21(12), (13), (14), (15) and (17) of the Directive. The Fund and the Manager agree that the Depositary's liability towards the Investors shall be enforced by the Investors by filing their claims with the Manager, who shall then submit such claims to the Depositary on behalf of the Investors. If the Manager is not able or unwilling to do so, or does not provide such assistance or cooperation as may be required by the Investors, the Investors shall be able to seek recourse directly. To achieve this, the Manager shall agree the foregoing with the Investors including the law governing an Investor's claim and the competent court (which shall be the same as agreed between the Parties). The rights granted to the Investors in this section 7.3 shall constitute an irrevocable third party stipulation within the meaning of section 6:253 of the Dutch Civil Code. This stipulation is irrecovable and granted for no consideration. 8 Fees 8.1 Compensation The Depositary will be entitled to debit the Fund's accounts in order to receive payment as compensation for the performance of its duties under this Agreement, for all fees as may be agreed upon from time to time. 8.2 Disbursements The Depositary will be entitled to debit the Fund's accounts in order to be refunded of all expenses incurred in the performance of its duties under this Agreement. 8.3 Depositary account: balance The Fund shall maintain a sufficient cash balance in its Cash Accounts in order to cover the Depositary's fees and expenses and to enable the Depositary to fulfil its Services under this Agreement. 8.4 Inducements disclosure BNYM has adopted an incentive compensation programme designed (i) to facilitate clients gaining access to and being provided with explanations about the full range of products and services offered by BNYM and its subsidiaries and (ii) to expand and develop client 22

23 relationships. This programme may lead to the payment of referral fees to employees of BNYM or its subsidiaries who may have been involved in a referral that resulted in the obtaining of products or services by the Fund covered by this Agreement or paid by the Fund which may be ancillary or supplemental to such products or services or paid by a Third Party on behalf of the Fund. Any such referral fees are funded solely out of fees and commissions paid by the Fund under this Agreement or paid by the Fund with respect to such ancillary or supplemental products or services or paid by a Third Party on behalf of the Fund. Further details of the payment of referral fees will be provided to the extent required by applicable laws or regulations and only in accordance with applicable laws, regulations and other legal requirements and limitations. Should the Fund desire such further details, the Fund should contact its BNYM relationship manager. 9 Representations and Warranties and Certain Specific Undertakings 9.1 Representations and Warranties of the Depositary The Depositary represents and warrants that: it is a corporation duly organised and validly existing under the laws of Belgium; it has an establishment (branch) in the Netherlands; it is a credit institution authorised in accordance with Directive 2006/48/EC; it has all necessary power, authorities and consents to enter into this Agreement upon the terms and conditions hereof, to perform the Services which are to be performed by it under this Agreement and that this Agreement constitutes its binding obligations enforceable in accordance with its terms; the delivery and performance of this Agreement does not violate or conflict with any law of regulation applicable to it, its constitutional documents, or any document binding upon it and does not require the consent of any governmental or regulatory body except for such consents and approvals as have been obtained and which are in full force and effect; It is solvent and no insolvency proceedings are pending or threaten to be filed with regard to itself. 9.2 Certain Specific Undertakings of the Depositary The Depositary undertakes that: it will not carry out activities that may create conflicts of interest between the Fund, the Investors, the Manager and itself unless the Depositary has functionally and hierarchically separated the performance of its tasks from its other potentially conflicting tasks and the potential conflicts of interest are properly identified, managed, monitored and disclosed to Investors; and it shall make available to its competent authorities, on request, all information which it has obtained while performing its Services hereunder and what may be necessary for the competent authorities of the Fund or the Manager. 9.3 Representations, Warranties and Undertakings of the Manager and the Fund The Manager and the Fund, as applicable, represent, warrant and undertake that: 23

24 9.3.1 it is a Person duly incorporated and registered under the laws of its jurisdiction of incorporation; the Manager is an AIFM pursuant to the Directive; the Fund is established in the Netherlands; the Fund qualifies as an AIF pursuant to the Directive; the Manager is the Fund's AIFM; the Agreement has been duly authorised, executed and delivered on its behalf and constitutes its binding obligations enforceable in accordance with its terms and the execution, delivery and performance of this Agreement by the Manager and the Fund does not violate or conflict with any law or regulation applicable to it, its constitutional documents, or any document binding upon it or any of its respective assets and does not require the consent of any governmental or regulatory body except for such consents and approvals as have been obtained and which are in full force and effect; it has all necessary power, authorities and consents to enter into this Agreement and engage in the transactions contemplated hereunder upon the terms and conditions hereof; in relation to data disclosed to the Depositary in connection with this Agreement, the Manager and the Fund have complied with, and shall continue to comply with the provisions of all relevant data protection laws and regulations and shall not do anything, or permit anything to be done which might lead to a breach of such laws or regulations by the Depositary; it is fully authorised and empowered and has the capacity to engage in the transactions contemplated by this Agreement (including for the avoidance of doubt foreign exchange transactions and the lien, pledge and security interest and rights of setoff set out in this Agreement); and where relevant in connection with this Agreement, it has obtained, verified and recorded identification information about each Person in accordance with all applicable laws and regulation, including Financial Action Task Force on Money Laundering standards concerning Know Your Client (KYC) and the prevention of money laundering and the financing of terrorism and shall upon request furnish the money laundering reporting officer of the Depositary with all relevant identification information about each such Person. To the best of the Fund's knowledge, no transactions undertaken by it are prohibited by applicable law, regulation or rule and no Assets held are derived from any activity prohibited by applicable law, regulation or rule. 9.4 Certain Specific Undertakings of the Manager The Manager undertakes that: in performing its functions as AIFM, it shall act honestly, fairly, professionally, independently and in the interests of the Funds for which it from time to time acts as AIFM and in the interests of the Investors; and the Manager shall not act as depositary within the meaning of the Directive. 24

25 10 Taxes, Reports, Records and Disclosures 10.1 Tax obligations The Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any Assets from time to time entrusted to the Depositary for safe-keeping on behalf of the Fund and any transaction related thereto. The Fund shall indemnify the Depositary and each Sub-custodian for the amount of any Tax that the Depositary, any such Sub-custodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). The Depositary shall, or shall instruct the applicable Sub-custodian or other withholding agent to withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Assets and any proceeds or income from the sale, loan or other transfer of any Assets. In the event that the Depositary or any Sub-custodian is required under applicable law to pay any Tax on behalf of the Fund, the Depositary is hereby authorised to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Sub-custodian, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all the Cash Accounts is not sufficient to pay such Tax, the Depositary shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the relevant Cash Account promptly after receipt of such notice, for use by the Depositary as specified herein. In the event that the Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, the Depositary shall, or shall instruct the applicable Delegate, or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate, provided that the Depositary shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, the Depositary and the applicable Sub-custodian shall have no responsibility for the accuracy or validity of any forms or documentation provided by the Fund to the Depositary hereunder, and the Fund hereby indemnifies and agrees to hold harmless the Depositary and each Sub-custodian, in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of any such forms or other documentation. The Depositary shall have no liability for any loss or damage arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, which may affect the transferability, convertibility, or availability of any currency or Composite Currency Unit in the countries where such foreign accounts are maintained and in no event shall the Depositary be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected by such law, regulation or event. To the extent that any such law, regulation or event imposes a cost or charge upon the Depositary in relation to the transferability, convertibility or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the account of the 25

26 Fund. If pursuant to any such law or regulation, or as a result of any such event, the Depositary cannot deal in any component currency of a Composite Currency Unit or effect a particular transaction in a Composite Currency Unit on the Fund's behalf, the Depositary may thereafter treat any account denominated in an affected Composite Currency Unit as a group of separate accounts denominated in the relevant component currencies Pricing and Other Data In providing Market Data related to the Assets (which shall not include any performance and risk analytics services), the Depositary is authorised to use Data Providers. The Depositary may follow Authorised Instructions in providing pricing or other Market Data, even if such Authorised Instructions direct the Depositary to override its usual procedures and Market Data sources. The Depositary shall be entitled to rely without inquiry on all Market Data (and all Authorised Instructions related to Market Data) provided to it. The Manager acknowledges that certain pricing or valuation information may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may be material. Market Data may be the intellectual property of the Data Providers, which may impose additional terms and conditions upon the Manager's use of Market Data. The additional terms and conditions can be found within the Data Licensor Terms and the Manager agrees to those terms. Certain Data Providers may not permit a Manager's directed price to be used. Performance and risk analytics services (where subscribed to by the Manager) may use different data sources than those used by the Depositary to provide Market Data for the accounts resulting in different prices and Market Data Disclosure to Third Parties In the course of administering the Assets and providing the Services under this Agreement, the Depositary may, and is authorised to, disclose information concerning the Manager, the Funds, the Assets or this Agreement to: (i) market or regulatory authorities, courts and government agencies, stock exchanges and to law enforcement authorities or otherwise as required by applicable laws, rules, regulations or court or administrative order; and (ii) BNY Mellon Affiliates and other providers of services. In addition, the Depositary may disclose to Third Parties that it is providing to the Fund the Services contemplated by this Agreement. The Manager and the Depositary shall negotiate the content of a press release announcing the conclusion of this Agreement The Depositary shall not be held responsible for information held by such Persons or of which the Depositary is not aware by virtue of restricted access or "Chinese Wall" arrangements If the Depositary becomes aware of confidential information which prevents it from effecting a particular transaction under this Agreement, the Depositary may refrain from effecting that transaction. The information referred to in the above paragraphs of this Section may include personal data that the Depositary obtains in connection with this Agreement. Personal data that the Depositary may obtain from time to time may be used to 26

27 provide Services contemplated by this Agreement, to administer the Depositary's relationship with the Manager or the Fund, to protect the Manager, the Fund, the Depositary or Third Parties against fraud or other improper conduct, and to comply with laws, rules, regulations, court or administrative orders applicable to the Manager, the Fund, the Depositary or BNY Mellon Affiliate and associates. Such personal data may be exported to jurisdictions outside of the European Economic Area (EEA), including the United States of America, India and to other jurisdictions that have not been deemed to offer adequate protection. Data subjects have the right to access, and to rectify, personal data about them maintained by the Depositary. Requests for such access or rectification should be submitted to the Manager or the Fund, and the Manager or the Fund shall forward them to the Depositary. The Manager, the Asset Owner or the Fund shall reimburse the Depositary's reasonable costs and expenses incurred in connection with giving access to personal data to any data subject. 10,3.4 By executing this Agreement, the Manager and the Fund confirm their acknowledgement of the processing of personal data by the Depositary and BNY Mellon Affiliates and associates as set out in this Section and accept the obligation to provide this information where required by applicable law to any data subjects whose personal data may be so processed in the context of this Agreement and hereby give their unambiguous consent thereto. 11 Duration, Amendment, Termination and Assignment 11.1 Duration This Agreement is entered into for an unlimited period of time Amendment This Agreement may be amended between the Parties only by written agreement Termination Any Party may terminate this Agreement by giving to the other Parties a notice in writing specifying the date of such termination which shall not be less than ninety (90) days after the date of giving such notice This Agreement may furthermore be terminated by a Party immediately (the "Non- Defaulting Party") by notice in writing to another Party (the "Defaulting Party") if at any time the Defaulting Party: o becomes subject to bankruptcy, insolvency or similar procedures; ceases to be licensed for its activity hereunder or loses approval by applicable government or regulatory authorities that are required for its activities; o materially defaults on its obligations under this Agreement and such default is not remedied within two (2) weeks upon notice from the relevant Party; «if the competent regulator does not qualify the Depositary as eligible to act as the depositary of the Fund; or 27

28 o in all other cases where this Agreement makes reference to a termination with cause In case of termination, the Depositary must be replaced without undue delay but in any case not later than three (3) months upon the effective date of such termination. The Manager and the Fund are required to use their best endeavours to effect such replacement. During such period, the Depositary shall take all necessary steps to ensure good preservation of the interest of the Investors, The Manager and the Fund shall during such period do whatever is reasonable to decrease the risks of a Loss as may be required by the Depositary The Party giving notice shall be under no obligation to compensate the other Party as a result of the provision of notice, Notwithstanding the above, the Depositary may not be removed by the Manager or the Fund unless a new depositary is appointed In the event that the Manager fails to appoint a successor depositary on the termination of this Agreement, the Manager and Depositary shall act as follows: (i) the Manager shall provide the Depositary with the reasons for such failure to appoint a successor depositary and the Depositary shall - if requested by the Manager - assist the Manager in the preparation of an action plan to select and appoint a successor depositary and shall inform theafm; (ii) the Depositary shall continue to act as depositary for the term agreed in such action plan, or for such term as agreed separately, as may be extended with mutual agreement (the "Agreed Term"). The Manager shall keep the Depositary and the AFM updated of its progress in the selection and appointment of a successor depositary; (iii) if the Manager is unable to select an appoint a successor depositary during the Agreed Term or if no such term can be agreed, the Manager and the Depositary shall jointly inform the AFM and shall convene a meeting of Participants at which a resolution to wind up the Fund will be considered. Termination will then be effected upon revocation of the Fund's authorisation; and (iv) without prejudice to the Depositary's liability hereunder, the Manager shall 11.4 Successors and Assigns indemnify the Depositary for any loss incurred by the Depositary in continuing to act as such during the Agreed term and the period thereafter pursuant to (iii) above (if applicable), No Party may assign this Agreement without the prior written consent of the other Parties, except that the Depositary may assign this Agreement to any BNY Mellon Affiliate, provided that such BNY Mellon Affiliate (i) complies with the AIFMD Rules (which includes the requirement to have a presence in the Netherlands), (ii) has been approved by the Netherlands Authority for the Financial Markets to act as the Funds' depositary and (iii) is of such financial standing that the means of recovery that are available to the other Parties to this Agreement remain equally safeguarded. Any entity that shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the institutional business of the Depositary shall, upon such succession and without any appointment or other action 28

29 by any of the other Parties, be and become successor depositary ("Successor Depositary") hereunder, provided that such BNY Mellon Affiliate complies with the AIFMD Rules (which includes the requirement to have a presence in the Netherlands) and has been approved by the Netherlands Authority for the Financial Markets to act as the Funds' depositary. The Depositary agrees to provide notice of the Successor Depositary to the other Parties. The above is without prejudice to regulatory consents as may be required. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns, 11.5 Preservation of Rights and Obligations In the event of (i) an assignment, transfer or novation of all or any part of the rights and obligations under this Agreement, or (ii) an amendment or supplement of this Agreement, all rights and obligations under this Agreement will be preserved. 12 Miscellaneous 12.1 Governing Law The present Agreement shall be governed by the laws of the Netherlands. The Parties consent to the exclusive jurisdiction of the courts of Amsterdam in connection with any actions or proceedings (whether contractual or non- contractual in nature) arising directly or indirectly from this Agreement and the Parties hereby submit to the exclusive jurisdiction of such courts Appropriate Action The Depositary is hereby authorised and empowered, in its sole discretion, to take any action with respect to an Asset that it deems necessary or appropriate in carrying out the purposes of this Agreement Notices and Complaints Notices to the Fund and/or the Manager Notices may be delivered or dispatched by mail to the Manager's registered address with a copy to the[fund and to such other addresses as the Fund may have designated in writing to the Depositary. Such notices shall be effective upon receipt Notices to the Depositary Notices may be delivered or dispatched by mail to the Depositary's address in the Netherlands. Such notices shall be deemed to have been properly delivered or given hereunder and shall be effective on the date of delivery if delivered or, if dispatched by registered mail, on the day on which the same have been tendered for delivery by the post. Such notices shall be effective upon receipt Escalation Procedure Except where specifically provided otherwise in this Agreement, in case when the Depositary should detect anomalies, irregularities and/or require further information, it will notify the Authorised Persons appointed for such purpose and shall provide details of the matter to be escalated and the timeframe in which to respond. The respective Authorised Person shall ascertain that the request is properly and timely addressed so as to provide explanations and/or further information to the Depositary that is regarded as satisfactory by the Depositary. In case the anomaly, irregularity or the request for information has not been 29

30 resolved within the stated timeframe to the reasonable satisfaction of the Depositary, the Depositary will address the matter directly to the board of managing directors of the Manager if the Depositary deems this required with a view to the protection of the Fund and the Investors. The board of managing directors of the Manager shall then meet, take the necessary actions and revert to the Depositary. In case the boards of managing directors does not remedy the shortcoming, the Depositary shall inform the Netherlands Authority for the Financial Markets {Stichting Autoriteit Financiele Markten, or AFM) thereof (except when the Escalation Procedure is initiated pursuant to Section 6.3, in which case it is to the discretion of the Depositary whether it will inform the Netherlands Authority for the Financial Markets) and (ii) a Party may terminate the Agreement with cause, which means that the ninety (90) days notice period set out in sub-clause shall not apply. Except where specifically provided otherwise in this Agreement, in case when the Manager should detect anomalies and/or require further information, it will notify the Depositary who shall ascertain that the request is properly and timely addressed so as to provide explanations and/or further information to the Manager that is regarded as satisfactory by the Manager. In case the anomaly or the request for information has not been resolved within a timely manner to the reasonable satisfaction of the Manager, the Manager will address the matter directly to the board of managing directors of the Depositary, if the Manager deems this required with a view to the protection of the Fund and the Investors. The board of managing directors of the Depositary shall then meet with the board of managing directors of the Manager in order to reach a solution. In case the boards of managing directors are not able to reach in good faith a solution satisfactory to both Parties, a Party may terminate the Agreement with cause, which means that the ninety (90) days notice period set out in sub-clause shall not apply Entire Agreement This Agreement constitutes the entire agreement between the Parties with respect to the matters dealt with herein, and supersedes all previous agreements, whether oral or written, and documents with respect to such matters Operating Level Agreement, Schedules The Parties shall establish an Operating Level Agreement to deal in further detail with operational flows as in general described in the Service Level Document. In case of discrepancy, this Agreement shall prevail. In addition to the Schedules already provided for in this Agreement, the Parties may by way of mutual consent establish additional Schedules that deal in detail with their rights and obligations in relation to specific asset classes or other particularities. In case of any discrepancy between such Schedules and this Agreement, this Agreement shall prevail Confidentiality No Party to this Agreement shall, unless compelled to do so by any court of competent jurisdiction or regulator, or if required by applicable law or regulation, either before or after the termination of this Agreement, disclose to any person, other than to the promoter, the Fund's auditor, the Fund's central administrator and the BNY Mellon Affiliates and/or any persons who need to have such information to carry out their job responsibilities in relation to a Subfund or to any person authorised by the relevant Party to receive the same, any information relating to such Party and to the affairs of such Party (other than information which is publicly available) of which the Party disclosing the same shall have become 30

31 possessed during the period of this Agreement, and each Party shall use its best endeavours to prevent any such disclosures. For the purpose of this clause "publicly available" information shall include information which is obtained by a Party from any source other than the other Parties or their affiliates or their respective officers, employees, advisors or other representatives, provided that such source has not to such Party's knowledge entered into a confidentiality agreement in favour of any other parties to this Agreement concerning such information. No provision of this Section shall prevent the competent authorities to have access and obtain, upon request, any document or information relating to the Parties or the services performed under this Agreement, To the extent it is required and as far as permitted by applicable law and regulations, the Fund undertakes to provide, for itself and for any relevant Third Parties, including investors, to the Depositary all necessary consents, waivers and instructions under applicable confidentiality, banking secrecy and data privacy laws and regulations for the provision of the services as stated under this Agreement, including any delegation to Sub custodians Waiver, Invalidity The waiver of or failure or delay by either Party in exercising any right or remedy hereunder shall not preclude or inhibit the subsequent exercise of such right or remedy. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity, legality or enforceability of any or all other provisions of this Agreement Submission to Belgian Fungible Securities Rules Financial Instruments deposited in the Securities Accounts shall be subject to the provisions of the Belgian Fungible Securities Rules. In accordance with the Belgian Fungible Securities Rules, all Financial Instruments of any issue shall be treated as fungible with all other Financial Instruments of the same issue held by the Depositary. Therefore, the Manager and the Fund shall have no right to any specific Financial Instruments of an issue but shall instead be entitled, subject to applicable laws and regulations and to the terms of this Agreement, to direct the Depositary to transfer or deliver a number of Financial Instruments of such issue that is equivalent (i.e. that has the same class, denomination and issue) to the number of such Financial Instruments credited to a Securities Account, without regard to the certificate numbers (or other identifying information) of the Financial Instruments originally deposited, and the Depositary's obligation to the Manager and the Fund with respect to such Financial Instruments shall be limited to effecting such transfer or delivery Drawings The Manager and the Fund hereby agree and consent to the Depositary using the Fund's Financial Instruments for the account of another client of the Depositary and vice versa. However, the Depositary may only do so (or permit a Sub-Custodian or any other Third Party to do so) in connection with facilitating timely settlement of Financial Instruments trades, and the Depositary may not and shall not use the Fund's Financial Instruments for its own account or for account of a Sub-Custodian or any other Third Party. 31

32 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above. Hof Hoorneman Fund Management N.V. By: dhr. J. Aardoom Title: managing direc Hof Hoorneman Bankiers N.V., acting in its capacity as managing director of the Funds listed in Schedule 3 to^this Agreement By: dhr. G.J.J, van't Hof Title: managing director The Bank of New York Mellon SA/NV, Amsterdam Branch 32

33 Schedule 1 Fees 33

34 / HOF HOORNEMAN BANK FEE SCHEDULE JULY 2014 BNY MELLON INVESTMENT SERVICES CONFIDENTIAL