Exhibit 10.1


 





 


GLOBAL
CUSTODY AGREEMENT


For Foreign
and Domestic Securities


 


This Custodian Agreement (“Agreement”) is
made as of March 11, 2011 by and between Harris
& Harris Group,
Inc. (“Principal”) and Union Bank, N.A. (“Custodian”).


 


WHEREAS,
the Custodian is a bank meeting the qualifications required by Section 17(f)(1) of the Act to act as custodian of the
portfolio securities and other assets of investment companies; and




WHEREAS,
Principal wishes to retain the Custodian to act as custodian of its portfolio securities and other assets in compliance
with Section 17(f) of the Act (as defined below), and the Custodian has indicated its willingness to so act;


 


NOW,
THEREFORE, in consideration of the promises and mutual covenants herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


1.        DEFINITIONS.
Certain terms used in this Agreement are defined as follows:


 


1.1 “Account”
means, collectively, each account maintained by Custodian on behalf of Principal pursuant to Paragraph 4 of this Agreement.


 


1.2 “Act”
means the Investment Company Act of 1940, as amended, and the rules and regulations adopted by the U.S. Securities and Exchange
Commission (“SEC”) thereunder, including §270.17f-4, §270.17f-5 and §270.17f-7, all as may be amended
from time to time.


 


1.3 “Board”
means the Board of Trustees or the Board of Directors of Principal.


 


1.4 “Depository”
means both any “securities depository” within the meaning of §270.17f-4 of the Act and any Eligible Securities
Depository


 


1.5 
“Eligible Foreign Custodian” means an entity that is incorporated or organized under the laws of a country
other than the United States and that is a Qualified Foreign Bank, as defined in §270.17f-5(a)(5) of the Act.


 


1.6 
“Eligible Securities Depository”, (“Depository”, or collectively "Depositories”) means
a system for the central handling of securities as defined in §270.17f-7(b)(1) of the Act.


 


1.7 
“Emerging Market” means each market so identified in Appendix A attached hereto.


 


1.8 
“Foreign Account” means an Account in which Foreign Currencies or Securities are held by the Custodian for the
benefit of clients whether in comingled accounts or accounts designated for each beneficiary owner as is required under the
regulatory jurisdiction where the Foreign Account is established.


 


1.9 “Foreign
Assets” has the meaning provided in §270.17f-5(a)(2) of the Act.


 


1.10 “Foreign
Currency” (“Currencies”) means any currency or any composite currency unit issued by a government
or entity other than the United States Department of Treasury.


 


1.11 “Foreign
Market” means each market so identified in Appendix A attached hereto.


 


1.12 “Global
Sub-Agent Network” (“Sub-Agent Network” or “Sub-Agents”) means the countries and markets
where Eligible Foreign Sub-Custodians and Eligible Foreign Depositories are maintained by Custodian.


 




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1.13 
“Governing Documents” means, with respect to each of the portfolios, (i) the declaration of trust or other
constituting document of the Principal of which the portfolio is a series or portfolio, (ii) the currently effective
prospectus under the Securities Act, (iii) the most recent statement of additional information, and (iv) a certified copy of
the Board approving the engagement of the Custodian to act as custodian of the Securities.


 


1.14 “Monitoring
System” means the policies and procedures established by Custodian to fulfill its duties to monitor the custody
risks associated with maintaining Securities with a Sub-Custodian or Depository on a continuing basis, pursuant to this Agreement.


 


1.15 “Securities” means securities as defined in §2(a)(36) of the Act together with cash or any currency or
other property of Principal and all income and proceeds of sale of such securities or other property of Principal that are
held by Custodian in the Account.


 


1.16 “Securities
Act” means the Securities Act of 1933, as amended.


 


1.17 “Sub-Custodian”
means an entity, including an Eligible Foreign Custodian, that Custodian retains to hold Securities.


 


2.     APPOINTMENT


 


2.1 Principal hereby appoints the Custodian
as the custodian of the Securities of each of its Portfolios.


 


2.2 Principal has provided the Custodian
with a copy of its Governing Documents, and will provide the Custodian with a copy of amendments, supplements and modifications
thereof from time to time.


 


2.3 The Custodian hereby accepts appointment
as custodian of the Securities of Principal and agrees to perform the duties of such custodian in accordance with the provisions
of this Agreement.


 


3.     REPRESENTATIONS
AND ACKNOWLEDGEMENTS


 


3.1 Power
to Enter Agreement. Principal represents that, with respect to the Account, Principal is authorized to enter into this
Agreement and to retain Custodian on the terms and conditions and for the purposes described herein.


 


3.2 Foreign
Custody Manager. The custodian agrees to serve as Principal’s “Foreign Custody Manager” as defined
in Rule §270.17f-5(a)(3) of the Act, in respect of Principal’s Foreign Assets held from time to time by the Custodian
with any Sub-Custodian that is an Eligible Foreign Custodian or with any Eligible Securities Depository.


 


3.3 Custodian’s
Sub-Agent Network. Principal hereby acknowledges receiving appropriate notice of Custodian’s selection of the use of
those Eligible Foreign Custodians and Eligible Securities Depositories that are identified in Appendix A of this Agreement.


 


4.     ESTABLISHMENT
OF ACCOUNT.


 


4.1 Custodian shall open and maintain a
separate Account or Accounts in the name of Principal and shall hold in such Account or Accounts, subject to the provisions hereof,
all Securities and non-cash property received by it from or for the Account of the Principal. Custodian, in its sole discretion,
may reasonably refuse to accept any property now or hereafter delivered to it for inclusion in the Account. Principal shall be
notified promptly of such refusal and any such property shall be immediately returned to Principal. Custodian shall be under no
duty to take any action hereunder on behalf of the Principal except as specifically set forth herein or as may be specifically
agreed to by Custodian and the Principal in a written amendment hereto.


 


4.2 Subject at all times to the instruction
of Principal pursuant to the terms of this Agreement, the Custodian shall have no power or authority to assign, hypothecate, pledge
or otherwise dispose of any such Securities and investments except pursuant to the direction of Principal under terms of the Agreement.


 




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5.      CUSTODY
AND REGISTRATION.


 


Custodian may (i)
maintain possession of all or any portion of the Securities, including possession in a foreign branch or other office of Custodian;
or (ii)
retain, in accordance with this Paragraph 5 and Paragraph 6 of this Agreement, one or more Sub-Custodians to hold all or any portion
of the Securities. Custodian and any Sub-Custodian may, in accordance with this Paragraph 5 and Paragraph 6 of this Agreement,
deposit definitive or book-entry Securities with one or more Depositories.


 


5.1 Identification
of Securities. Custodian shall ensure the Securities are at all times properly identified as being held for the appropriate
Account. Custodian shall segregate physically the Securities and non-cash property from other securities owned by Custodian. Custodian
shall not be required to segregate physically Securities held from other securities or property held by Custodian for third parties
as custodian or other representative capacity, but Custodian shall maintain adequate records showing the true ownership of the
Securities.


 


5.2 Use
of Depositories and Sub-Custodians. Custodian may, in its discretion, deposit any Securities which, under applicable
law, are eligible to be so deposited in a Depository or Sub-Custodian account. Securities and Foreign Currencies held by a Sub-Custodian
or Depository will be held subject to the rules, terms and conditions of such securities markets or securities depositories. If
Custodian deposits Securities with a Sub-Custodian or Depository, Custodian shall maintain adequate records showing the identity
and location of the Sub-Custodian or Depository, the Securities held by the Sub-Custodian or Depository and each account to which
such Securities belong. With respect to Securities that are held for Custodian or any Sub-Custodian at a Depository, as defined
in of §270.17f-4 of the Act, Custodian shall satisfy or cause the Sub-Custodian to satisfy the requirements of §270.17f-4
of the Act.


 


5.3 Use
of Nominees. Custodian shall have the right to hold or cause to be held all Securities in the name of the Custodian,
or for any Sub-Custodian or Depository, or in the name of a nominee of any of them as Custodian shall determine to be appropriate
under the circumstances.


 


5.4 Foreign
Currency Deposits. The Custodian may in accordance with customary practices hold any currency in which any cash is denominated
on deposit, and effect transaction relating thereto, through an account with an affiliate of Union Bank, or Sub-Custodian or Depository
in the country where such currency is the lawful currency or in other countries where such currency may be lawfully held on deposit.


 


5.5 Transferability
and Convertibility of Currency. Custodian 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 in the countries where such Foreign Accounts are maintained and in no event shall
Custodian be obligated to substitute another currency for a currency 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
Custodian in relation to the transferability, convertibility, or availability of any such currency, such cost or charge shall be
for the Account.


 


5.6 Delivery
of Securities. If Principal directs Custodian to deliver assets, certificates or other physical evidence of ownership
of Securities to any broker or other party, other than a Sub-Custodian or Depository employed by Custodian for purposes of maintaining
the Account, Custodian’s sole responsibility shall be to exercise care and diligence in effecting the delivery as instructed by
Principal. Upon completion of the delivery, Custodian shall be discharged completely of any further liability or responsibility
with respect to the safekeeping and custody of Securities so delivered.


 




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5.7 Transferability
of Securities. Except as otherwise provided under this Agreement or as the parties may otherwise agree, Custodian shall
ensure that (i) the Securities will not be subject to any right, charge, security interest, lien, or claim of any kind in favor
of Custodian or any Sub-Custodian or any person claiming through any of them except for as discussed in Section 9.2, and in the
case of cash deposits at an Eligible Foreign Custodian, liens or rights in favor of the creditors of the Eligible Foreign Custodian
arising under bankruptcy, insolvency, or similar laws, and (ii) the beneficial ownership of the Securities will be freely transferable
without the payment of money or value other than for safe custody or administration.


 


5.8 Access
to Account Records. Principal or its designee, shall have access, upon reasonable prior notice to Custodian, during
regular business hours to the books and records relating to the Accounts, or shall be given confirmation of the contents of the
books and records, maintained by Custodian or any Sub-Custodian holding Securities hereunder to verify the accuracy of such books
and records. Custodian shall notify Principal promptly of any applicable law or regulation in any country where Securities are
held that would restrict such access or confirmation.


 


6.      SELECTION
AND MONITORING OF GLOBAL SUB-AGENT NETWORK.


 


Upon written notice to Principal, as provided in Subparagraph
6.4 of this Agreement, Custodian may from time to time select one or more Eligible Foreign Custodians and, subject to the provisions
of Subparagraph 6.7, one or more Eligible Securities Depositories, to hold Securities hereunder.


 


6.1 Governing
Sub-Agent Agreement. Any relationship Custodian establishes with an Eligible Foreign Custodian with respect to Securities
shall be governed by a written contract providing for the reasonable care of Securities based on the standards specified in section
§270.17(f)-5(c)(1) of the Act, and including the provisions set forth in sections §270.17(f)-5(c)(2)(i)(A) through (F)
of the Act, or provisions which Custodian determines provide the same or greater protection of Principal’s Securities.


 


6.2 Sub-Agent
Network Selection.


 


6.2.1 Foreign
Sub-Custodian. In selecting an Eligible Foreign Custodian, Custodian shall exercise reasonable care, prudence and diligence
and shall consider whether the Securities will be subject to reasonable care, based on the standards applicable to custodians in
the relevant market, including (i)
the Eligible Foreign Custodian’s practices, procedures, and internal controls, including, but not limited to, the physical protections
available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection
practices; (ii)
the Eligible Foreign Custodian’s financial strength, general reputation and standing in the country in which it is located, its
ability to provide efficiently the custodial services required, and the relative cost of such services; and, (iii)
whether the Eligible Foreign Custodian has branch offices in the United States, or consents to service of process in the United
States, in order to facilitate jurisdiction over and enforcement of judgments against it.


 


6.2.2 Securities
Depository. In selecting an Eligible Securities Depository, Custodian shall exercise reasonable care, prudence, and
diligence in evaluating the custody risks associated with maintaining Securities with the Eligible Securities Depository under
Custodian’s custody arrangements with any relevant Eligible Foreign Custodian and the Eligible Securities Depository.


 


6.3 Notices
to Principal. Custodian shall give 30 days’ written notice to Principal of its intention to deposit Securities
with an Eligible Foreign Custodian or, directly or through an Eligible Foreign Sub-Custodian, with an Eligible Securities Depository.
The notice shall identify the proposed Eligible Foreign Custodian or Eligible Securities Depository and shall include reasonably
available information relied on by Custodian in making the selection.


 


6.4 Monitoring
of Sub-Agent Network. Custodian shall monitor under its Monitoring System the appropriateness of the continued custody
or maintenance of Principal’s Securities with each Eligible Foreign Custodian or Eligible Securities Depository.


 


6.4.1 Custodian shall evaluate and determine
at least annually the continued eligibility of each Eligible Foreign Custodian and Eligible Securities Depository approved by Principal
to act as such hereunder. In discharging this responsibility, Custodian shall (i)
monitor on a continuing basis the day to day services and reports provided by each Eligible Foreign Custodian or Eligible Securities
Depository; (ii)
at least annually, obtain and review the annual financial report published by each Eligible Foreign Custodian, and to the extent
such reports are publicly available, each Eligible Securities Depository, and other reports on each Eligible Foreign Custodian
or Eligible Securities Depository which Custodian may obtain from a reputable independent analyst; and, (iii)
periodically as deemed appropriate, physically inspect the operations of each Eligible Foreign Custodian or Eligible Securities
Depository.


 




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6.4.2 Custodian shall provide to the Board
annually and at such other times as the Board may reasonably request based on the circumstances of the Principal’s foreign
custody arrangements, written reports notifying the Board of the placement of Securities of the Principal with a particular foreign
Eligible Foreign Custodian within a Foreign Market or an Emerging Market and of any material change in the arrangements (including
any material changes in any contracts governing such arrangements or any material changes in the established practices or procedures
of Depositories) with respect to Securities of the Principal held by the Eligible Foreign Custodian.


 


6.4.3 If Custodian determines that (i)
any Eligible Foreign Custodian or Eligible Securities Depository no longer satisfies the applicable requirements described in Subparagraph
1.5 of this Agreement (in the case of an Eligible Foreign Custodian) or Subparagraph 1.6 of this Agreement (in the case of an Eligible
Securities Depository); or, (ii)
any Eligible Foreign Custodian or Eligible Securities Depository is otherwise no longer capable or qualified to perform the functions
contemplated herein; or (iii)
any change in a contract with a Eligible Foreign Custodian or any change in established Eligible Securities Depository or market
practices or procedures shall cause a custody arrangement to no longer meet the requirements of the Act, Custodian shall promptly
give written notice thereof to Principal. The notice shall, in addition, either indicate Custodian’s intention to transfer
Securities held by the removed Eligible Foreign Custodian or Eligible Securities Depository to another Eligible Foreign Custodian
or Eligible Securities Depository previously identified to Principal, or include a notice pursuant to Subparagraph 6.4 of this
Agreement of Custodian’s intention to deposit Securities with a new Eligible Foreign Custodian or Eligible Securities Depository,
in either instance such transfer of Securities to be effected as soon as reasonably practical.


 


6.5 Compulsory
Depositories. Notwithstanding the foregoing sub-sections of this Paragraph 6, Custodian shall have no responsibility
for the selection or monitoring of any Eligible Securities Depository or Eligible Securities Depository’s agent (“Compulsory
Depository”) (i)
the use of which is mandated by law or regulation; (ii)
because securities cannot be withdrawn from the depository; or (iii)
because maintaining securities outside the securities depository is not consistent with prevailing market practices
in the relevant market; provided however, that Custodian shall notify Principal if Principal has directed a trade in a market
containing a Compulsory Depository, so Principal and Advisor shall have an opportunity to determine the appropriateness of investing
in such market.


 


6.6 Assessment
of Custody Risk. Principal and Custodian agree that, for purposes of this Paragraph 6, Custodian’s determination
of appropriateness shall only include custody risk, and shall not include any evaluation of  “country
risk” or systemic risk associated with the investment or holding of assets in a particular country or market,
including, but not limited to (i)
the use of Compulsory Depositories, (ii)
the country’s or market’s financial infrastructure, (iii)
the country’s or market’s prevailing custody and settlement practices, (iv)
risk of nationalization, expropriation or other governmental actions, (v)
regulation of the banking or securities industries, (vi)
currency controls, restrictions, devaluation or fluctuation, and (vii)
country or market conditions which may affect the orderly execution of securities transactions or affect the value of the
transactions. Principal and Custodian further agree that the evaluation of any such country and systemic risks shall be
solely the responsibility of Principal.


 




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7.
     TRANSACTIONS


 


7.1 Instructions
and Immediately Available Funds. Principal is responsible for ensuring that Custodian receives timely instructions
and sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate.
As used herein, "sufficient immediately available funds" shall mean either (a) sufficient cash denominated in the currency
of Principal’s home jurisdiction to purchase the necessary foreign currency, or (b) sufficient applicable foreign currency,
to settle the transaction. If Custodian does not receive such timely instructions and/or immediately available funds, Custodian
shall have no liability of any kind to any person, including Principal, for failing to effect settlement. However, Custodian shall
use reasonable efforts to effect settlement as soon as possible after receipt of appropriate instructions.


 


7.2.1 Customary
or Established Settlement Practices. Principal acknowledges settlement of and payment for Securities received for and
delivered from the Account may be made in accordance with the customary or established securities trading and securities processing
practices in the market in which the transaction occurs. Principal understands that when Custodian is instructed to deliver Foreign
Securities or Foreign Currencies against payment, delivery of such Foreign Securities and Foreign Currencies and receipt of payment
therefore may not be completed simultaneously. Principal assumes full responsibility for all credit risks involved in connection
with Custodian’s delivery of Foreign Securities or Foreign Currencies pursuant to instructions of Principal.


 


7.2.2 Additions
to and Withdrawals from Account. Custodian shall make all additions and withdrawals of Securities to and from this
Account only upon receipt of and pursuant to written instructions from Principal.


 


7.3 Purchases
or Sales. Principal from time to time may instruct Custodian regarding the purchase or sale of Securities in accordance
with this paragraph 7.3.


 


7.3.1 Purchases.
Custodian shall settle purchases by charging the Account with the amount necessary to make the purchase and effecting payment to
the seller or broker for the Securities. Custodian shall have no liability of any kind to any person, including Principal, if Custodian
effects payment on behalf of the Account, and the settler or broker specified by Principal fails to deliver the Securities purchased.
Custodian shall exercise such ordinary care and diligence as would be employed by a reasonably prudent custodian in examining and
verifying the certificates or other indicia of ownership of the Securities purchased before accepting them, except with respect
to assets described in Paragraph 7.4.


 


7.3.2 Sales.
Custodian shall settle sales by delivering certificates or other indicia of ownership of the Securities, and as instructed, shall
receive cash for such sales. Custodian shall have no liability of any kind to any person, including Principal, if Custodian exercises
due diligence and delivers such certificates or indicia of ownership and the purchaser or broker fails to effect payment.


 


7.4 Depository
Settlement. If a purchase or sale is settled through a Sub-Custodian or Depository, Custodian shall exercise such ordinary
care and diligence as would be employed by a reasonably prudent custodian in verifying proper consummation of the transaction by
the Sub-Custodian or Depository.


 


7.5 Income
and Principal. Custodian or its designated Sub-Agents are authorized, as Principal’s agent, to surrender against
payment maturing obligations and obligations called for redemption, and to collect and receive payments of interest and principal,
dividends, warrants, and other things of value in connection with Securities. Absent written instructions from Principal, funds
will remain in the currency of collection upon receipt of payment.


 


7.6 Foreign
Currency Transactions. At the direction of Principal, Custodian shall convert currency in the Account to other currencies
through customary channels including, without limitation, Custodian or any of its affiliates, as shall be necessary to effect any
transaction directed by Principal.


 




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7.7 Taxes.
Custodian shall pay or cause to be paid from the Account upon receipt of instructions from Principal all taxes and levies in the
nature of taxes imposed on the Account or the Foreign Securities thereof by any country. Custodian will use reasonable efforts
to give the Principal advance notice of the imposition of such taxes. The Custodian shall have no responsibility or liability for
any obligations now or hereafter imposed on the Principal or the Custodian as custodian of the Principal by the tax law of the
United States or of any state or political subdivision thereof or any foreign jurisdiction. The sole responsibilities of the Custodian
with regard to such tax law shall be to use reasonable efforts to effect the withholding of local taxes and related charges with
regard to market entitlement/payment in accordance with local law and subject to local market practice or custom and to assist
the Principal with respect to any claim for exemption or refund under the tax law of countries for which such Principal has provided
such information. Except as specifically provided in this Agreement or otherwise agreed to in writing by the Custodian, the Custodian
shall have no independent obligation to determine the tax obligations now or hereafter imposed on the Principal by any taxing authority
or to obtain or provide information relating thereto, and shall have no obligation or liability with respect to such tax obligations.


 


7.8 Foreign
Tax Reclamation. Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Foreign Securities or
the income thereof that are available under applicable tax laws, treaties and regulations subject to Principal’s provision
of all documentation and certifications as required by U.S. and foreign tax authorities to establish the eligibility of Principal
for tax reclamation under applicable law or treaty. Principal hereby agrees to indemnify and hold harmless Custodian and its agents
in respect to any liability arising from any under withholding or underpayment of any Tax which results from the inaccuracy or
invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of Principal,
its successor and assignees, notwithstanding the termination of this agreement. The Custodian is authorized to disclose any information
required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or
refund of any taxes relating to the Principal’s transactions and holdings.


 


7.9 Collection
Obligations. Custodian shall diligently collect income and principal of Securities which the Custodian has received
actual notice in accordance with normal industry practices. However, Custodian shall be under no obligation or duty to take any
action to effect collection of any amount if the Securities upon which such amount is payable are in default, or if payment is
refused after due demand. Custodian shall notify Principal promptly of such default or refusal to pay. Custodian shall have no
duty to file or pursue any bankruptcy or class action claims with respect to Account, unless indemnified by Principal in manner
and amount satisfactory to Custodian.


 


7.10 Capital
Changes. Custodian may, without further instruction from Principal, exchange temporary certificates and may surrender
and exchange Securities for other securities in connection with any reorganization, recapitalization or similar transaction in
which the owner of the Securities is not given an option. Custodian has no responsibility to effect any such exchange unless it
has received notice of the event permitting or requiring such exchange at its processing center in San Francisco or at the office
of Custodian’s designated agents.


 


7.11 Fractional
Interest. Custodian shall receive and retain all stock distributed by a corporation as a dividend, stock split, or otherwise;
however, in connection therewith, if a fractional share is received, Custodian shall sell such fractional shares when such market
facility is available.


 


8.      CREDITS
TO ACCOUNT


 


8.1 Payment.
Custodian may as a matter of bookkeeping convenience or by separate agreement with the Principal, credit the account with the proceeds
from the sale, redemption or other disposition of Securities or interest or dividends or other distributions payable on Securities
prior to its actual receipt of final payment; therefore, all such credits shall be conditional until the Custodian’s actual
receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Payment with respect
to a transaction will not be final until Custodian receives immediately available funds under which applicable local law, rule
and/or practice, are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically
applicable to such transaction. Principal acknowledges and agrees that any currency risk associated with such credits will be born
by Principal.


 




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8.2.
Emerging Market Settlement Dates. Notwithstanding the foregoing Paragraph 8.1, Principal understands and agrees that
settlement of Securities transactions is available only on settlement date basis in certain Emerging Markets, which are identified
in Appendix A, as amended from time to time by written notice to Principal.


 


8.2.1 Cash
Deposits. For Emerging Markets with restricted settlement conditions, cash of any currency deposited or delivered to
the Account shall be available for use by Principal only on the business day on which actual receipt of final payment and funds
of good value are available to Sub-Custodian in the Account.


 


8.2.2 Securities.
For Emerging Markets with restricted settlement conditions, Securities deposited or delivered to the Account shall be available
for use by Principal only on the business day on which such Securities are held in the nominee name or are otherwise subject to
the control of, and in a form for good delivery by, the Sub-Custodian.


 


9.      OVERDRAFT
AND INDEBTEDNESS


 


9.1 Advance
Funds. If Custodian advances funds to or for the benefit of Account in connection with the settlement of securities
or currency transactions or other activity in the Account including overdrafts or other indebtedness incurred in connection with
the settlement of securities transactions, maturity or income payments or funds transfers, Principal agrees to reimburse Custodian
on demand the amount of the advance or overdraft and all related fees as established in Custodian’s published fee schedule.
Principal will bear the risk from any currency valuation differences associated with Principal’s reimbursement obligations to Custodian.


 


9.2 Repayment.
If Principal requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including
but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian
or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the
performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure
to act or willful misconduct, or if Principal fails to compensate the Custodian pursuant to Paragraph 17 hereof, any cash at any
time held for the account of Principal shall be security therefor and should Principal fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash to the extent necessary to obtain reimbursement.


 


10.      CORPORATE
ACTIONS. PROXIES AND LITERATURE


 


10.1 Corporate
Actions. Custodian shall notify Principal of the receipt of notices of redemptions, conversions, exchanges, calls, puts,
subscription rights, and scrip certificates (“Corporate Action(s)”). Custodian need not monitor financial publications
for notices of Corporate Actions and shall not be obligated to take any action unless actual notice has been received by Custodian
at its processing center in San Francisco, California, or at the offices of the Sub-Agent where the security is held in Custodian’s
Foreign Account. Custodian’s sole responsibility in this regard shall be to give such notices to Principal within a reasonable
time after Custodian receives them. Custodian has no responsibility to respond or otherwise act with respect to any such notice
unless and until Custodian has received timely and appropriate instructions from Principal. Principal is responsible for ensuring
required documentation and funds are available to Custodian and its agents as required under the terms of the offer or by legal
jurisdiction in order for Custodian and its agent to take action on behalf of Account.


 


10.2 Proxies.
Neither Custodian nor any nominee of Custodian shall vote any of the securities held hereunder by or for the account of Principal,
except in accordance with the instructions contained in an officers' certificate. Custodian shall promptly deliver, or cause to
be executed and delivered, to Principal all notices, proxies and proxy soliciting materials with relation to such securities, such
proxies to be executed by the beneficial owner of such securities (if registered otherwise than in the name of Principal), but
without indicating the manner in which such proxies are to be voted.


 


Custodian shall transmit promptly to Principal all written
information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection
therewith) received by Custodian from issuers of the securities being held for Principal. With respect to tender or exchange offers,
Custodian shall transmit promptly to Principal all written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer.


 




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Principal acknowledges that proxy services are limited
in foreign markets and Custodian’s sole responsibility with respect to such proxy materials will be to forward the proxy and accompanying
material received by Custodian to Principal. Custodian shall have no duty to translate or retain any material received unless required
to do so by law.


 


10.3 Corporate
Literature. Custodian shall have no duty to forward or to retain any other corporate material received by Custodian
for the Account unless required to do so by law. Custodian shall have no duty to translate or retain any material received from
its Global Sub-Agent Network unless required to do so by law.


 


10.4 Disclosure
to Issuers of Securities. Unless Principal directs Custodian in writing to the contrary, Principal agrees that Custodian
or its Sub-Agents may disclose the name and address of the party with the authority to vote the proxies of the Securities held
in this Account as well as the number of shares held, to any issuer of said Securities or its agents upon the written request of
such issuer or agent in conformity with the provisions of the applicable law. Principal acknowledges that Custodian or its Sub-Agents may be required under jurisdictional law to disclose to issuers beneficial owner information regardless of Principal’s
instructions otherwise.


 


11.      INSTRUCTIONS


 


11.1 Written.
All instructions from Principal with respect to the Accounts must be from an authorized person and shall be in writing, and shall
continue in force until changed by subsequent instructions. For purposes of this Paragraph 11, an authorized
person means any of the persons duly authorized by the Board to give instructions on behalf of the Principal as set
forth in a certificate along with any limitations on such Persons’ scope of authority, such certificate to be executed by
the Secretary or Assistant Secretary of the Principal, as the same may be revised from time to time. Pending receipt of written
authority, Custodian may in its absolute discretion at any time accept oral, faxed, wired and electronically transmitted instructions
from Principal provided Custodian believes in good faith that the instructions are genuine. If oral instructions are received,
Principal shall promptly confirm such instructions in writing or by facsimile or other means permitted hereunder. Principal will
hold Custodian harmless for the failure of Principal to send confirmation in writing, the failure of such confirmation to conform
to the telephone instructions received or Custodian’s failure to produce such confirmation at any subsequent time.


 


11.2 Reliance
on Instructions. Except as otherwise provided herein, all instructions shall be in writing, and shall continue in force
until changed by subsequent instructions.


 


12.      RIGHT
TO RECEIVE ADVICE


 


12.1 Advice
of the Principal. If Custodian is in doubt as to any action it should or should not take under this Agreement, Custodian
may request directions or advice, including oral instructions or written instructions, from the Principal.


 


12.2 Advice
of Counsel. If Custodian shall be in doubt as to any question of law pertaining to any action it should or should not
take, Custodian may request advice from counsel of its own choosing (who may be counsel for the Principal or Custodian, at the
option of Custodian). Principal shall pay the reasonable cost of any counsel retained by Custodian with prior notice to Principal.


 


12.3 Conflicting
Advice. In the event of a conflict between directions or advice or oral instructions or written instructions Custodian
receives from the Principal, and the advice it receives from counsel, Custodian shall be entitled to rely upon and follow the advice
of counsel.


 


12.4 Protection
of Custodian. Custodian shall be indemnified by Principal and without liability for any action Custodian takes or does
not take in reliance upon directions or advice or oral instructions or written instructions Custodian receives from or on behalf
of the Principal, or from counsel and which Custodian believes, in good faith, to be consistent with those directions or advice
or oral instructions or written instructions. Nothing in this paragraph shall be construed so as to impose an obligation upon Custodian
(i) to seek such directions or advice or oral instructions or written instructions, or (ii) to act in accordance with such directions
or advice or oral instructions or written instructions.


 




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13.      ACCOUNTING
AND REPORTING


 


13.1 Cost
and Nominal Value. Principal agrees to furnish Custodian with the income tax cost basis and dates of acquisition of
all Securities held in the Account to be carried on its records. If Principal does not furnish such information, Custodian shall
carry the Securities at any such nominal value it determines, such value to be for bookkeeping purposes only. All statements and
reporting of any matters requiring this information will use this nominal value. Custodian shall have no duty to verify the accuracy
of the cost basis and dates of acquisition furnished by Principal. Securities purchased in the Account shall be carried at cost.


 


13.2 Valuations.
To the extent that Custodian has agreed to provide pricing or other information services, Custodian is authorized to utilize any
vendor (including brokers and dealers of Securities and pricing services embedded in Custodian’s securities processing or
accounting systems) reasonably believed by Custodian to be reliable to provide such information. Principal understands that certain
pricing information with respect to complex financial instruments including, without limitation, derivatives, 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 or may not be material. Where pricing vendors used by Custodian do not provide information
for Securities, Principal or authorized party may advise Custodian regarding the fair market value of, or provide other information
with respect to, such held Securities. If Principal does not provide such information, Custodian shall use the cost or nominal
value for such Securities, solely for administrative convenience. Custodian shall not be liable for any loss, damage or expense
incurred as a result of errors or omissions with respect to any pricing or other information utilized by Custodian hereunder and
shall have no responsibility or duty to ascertain or authenticate the value of pricing applied to any such Security.


 


13.3 Activity
Reports. Custodian shall make available daily to Principal a statement summarizing all transactions and entries for
the account of Principal.


 


13.4 Statements.
Custodian shall provide Principal Account statements and other reports periodically by means of the Custodian’s Online Trust
and Custody Service or as otherwise as agreed to by Principal and Custodian showing all income and principal transactions and cash
positions, and a list of securities. Principal may approve or disapprove any such statement within thirty (30) days of its receipt,
and, if no written objections are received within the thirty (30) day period, such statement of Account shall be deemed approved.


 


14.      USE
OF OTHER BANK SERVICES


 


14.1 HighMark
Mutual Funds


 


Principal may direct Custodian to invest available funds
in the HighMark SM Funds mutual funds advised by an affiliate of Custodian and for which Custodian may also act as custodian
and provide other services for the purpose of cash management. Principal shall designate the particular HighMark Fund that Principal
deems appropriate for the Account. Principal hereby acknowledges that Custodian will receive fees for such services in addition
to those fees charged by Custodian as agent for the Principal’s custody Account.


 


14.2 Other
Fund Investments. Principal may invest in third party mutual funds, for which the Custodian or its affiliates may provide
shareholder, recordkeeping or other services. Principal hereby acknowledges that Custodian or its affiliates may receive fees for
such services in addition to those fees charged by Custodian under this Agreement.


 




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14.3 Foreign
Exchange. The Custodian makes available to Principal its foreign exchange services to convert currencies in conjunctions
with transactions in Principal’s Account. Principal acknowledges that (a) the foreign currency exchange department is a part of
Custodian or one of its affiliates or subsidiaries; (b) the Account is not obligated to effect foreign currency exchange with Custodian;
(c) Custodian will receive benefits for such foreign currency transactions which are in addition to the compensation which Custodian
receives for administering the Account; and (d) Custodian will make available the relevant data so that Principal can determine
that the foreign currency exchange transaction are as favorable to the Account as terms generally available in arm’s length
transaction between unrelated parties. Principal acknowledges that foreign currency transactions will be performed in accordance
with Union Bank’s Foreign Exchange Agreement in the form of Exhibit I hereto and incorporated herein by reference and Principal
hereby agrees and acknowledges the terms and conditions thereof. If Principal elects to give standing instructions to Custodian
to execute foreign currency exchange transactions on their behalf, or in the event a foreign currency exchange transaction is initiated
in the absence of the specific Foreign Exchange Agreement, such transaction will be performed at the Bank’s prevailing rate.
Principal acknowledges that a Foreign Exchange transaction in which Custodian’s foreign exchange services is the counterparty
to Principal are subject to Paragraph 9 of this Agreement.


 


14.4 Interest
Bearing Deposits. Principal may direct that assets of the Account be invested in deposits with Union Bank as a sweep
vehicle or other deposit held in the Custodian’s street name for the benefit of it’s clients. Such deposits are covered
by FDIC insurance up to the designated value in effect for each beneficial owner.


 


14.5 Brokerage
Services. Principal may direct Custodian to utilize for this Account other services or facilities provided by Custodian,
its subsidiaries or affiliates. Such services may include, but are not be limited to (i) the purchase or sale of securities as
principal, or (ii) the placing of orders for the purchase, sale, exchange, investment or reinvestment of securities through any
affiliated brokerage service, or (iii) the placing of orders for the purchase or sale of units of any investment company that Custodian,
UnionBanCal Corporation, or their subsidiaries or affiliates, manage, advise act as custodian or provide other services.


 


14.6 Credit
Facilities. The Custodian may in accordance with its commercial lending practices enter into a credit facility with
the Principal for use with the operation of the Account. Such credit facility will be agreed to under separate agreement and subject
to the terms and conditions, therein. Principal acknowledges that any such credit facility is subject to the lien provisions of
Paragraph 9.2 of this Agreement.


 


15.      CUSTODIAN’s
RESPONSIBILITIES AND LIABILITIES:


 


15.1 Standard
of Care. In performing the responsibilities delegated to it under this Agreement, the Custodian agrees to exercise reasonable
care, prudence and diligence and shall not be liable for any damages arising out of the Custodian’s performance of or failure to
perform its duties under this Agreement except to the extent that damages arise directly out of the Custodian’s willful misfeasance,
bad faith, gross negligence or otherwise from a material breach of the Custodian’s standard of care under this Agreement.


 


15.2 Investment
Authority. The parties intend that Custodian shall not be considered a fiduciary of the Account.


 


15.3 Insurance
and Force Majeure. Without limiting the generality of Paragraph 14.1 or of any other provision of this Agreement the
Custodian shall not be liable so long as and to the extent that it exercises reasonable care, for any defect in the title, validity
or genuineness of any Security or in the evidence of title thereto received by it or delivered by it pursuant to this Agreement.
In addition, Custodian (i)
shall not be required to maintain any special insurance for the benefit of Principal, and (ii)
shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents,
strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including
without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire,
earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control.
However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the
same class and issue with all rights and privileges pertaining thereto. Custodian shall not be liable to Principal for any loss
which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping
of assets.


 




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15.4   Legal Proceedings


 


15.4.1 Custodian shall not be required
to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified
to its reasonable satisfaction against loss and expense (including reasonable attorneys’ fees).


 


15.4.2 With respect to legal proceedings
Custodian may consult with counsel acceptable to it after written notification to Principal concerning its duties and responsibilities
under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.


 


15.4.3 To the extent permissible by law
or regulation and upon Principal’s request, the Principal shall be subrogated to the rights of the Custodian with respect
to any claim for any loss, damage or claim suffered by Principal, in each case to the extent that the Custodian fails to pursue
any such claim or Principal is not made whole in respect of such loss, damage or claim.


 


15.4.4 Custodian shall create and maintain
all records relating to its activities and obligations under this Agreement in such manner as will meet Principal’s obligations
under the Act, including Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. To the extent that Custodian is able to do so,
Custodian shall provide assistance to Principal providing sub-certifications regarding certain of its services performed hereunder
to Principal in connection with Principal’s Sarbanes-Oxley Act of 2002 certification requirements.


 


16.      INDEMNITIES
AND LIMITATION OF LIABILITY.


 


16.1 In addition to the indemnification
provisions contained in this Agreement, Principal agrees to indemnify, defend and hold harmless Custodian and its affiliates providing
services under this Agreement, including their respective officers, directors, agents and employees from all taxes, charges, expenses,
assessments, claims and liabilities including, without limitation, reasonable attorneys' fees and disbursements and liabilities
(“Claims”) arising directly or indirectly from any action or omission to act which Custodian takes in connection with
the provision of services to Principal. Neither Custodian, nor any of its affiliates, including their respective officers, directors,
agents and employees shall be indemnified against any liability (or any expenses incident to such liability) caused by Custodian’s
or its affiliates' own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Custodian’s
or its affiliates’ activities under this Agreement. The provisions of this Paragraph 16 shall survive termination of this
Agreement.


 


16.2 In all cases, Custodian’s liability
under this Agreement shall be limited to the resulting direct loss, if any, incurred by Principal. Under no circumstances shall
Custodian be liable for any incidental, consequential, indirect, punitive, or special damage which Principal may incur or suffer
in connection with this Agreement.


 


17.      COMPENSATION
AND OTHER CHARGES


 


17.11 Compensation.
Principal shall pay Custodian compensation for its services hereunder as specified in Appendix B. Fees shall accrue and be taken
in arrears as specified on the active fee schedule and charged to the Account unless Principal has requested that it be billed
directly. However, any fees not paid within 60 days of billing will be charged to the Account.


 


17.2 Expenses.
Principal shall reimburse Custodian for all reasonable out-of-pocket expenses and processing costs incurred by Custodian in the
administration of the Account including, without limitation, reasonable counsel fees incurred by Custodian pursuant to Subparagraph
14.4 of this Agreement.


 




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18.      AMENDMENT
AND TERMINATION.


 


18.1 Amendment.
This Agreement may be amended at any time by a written instrument signed by the parties or by Custodian immediately if required
by applicable law or upon thirty (30) days written notice to Principal.


 


18.2 Termination.


 


In addition, either party may terminate this
Agreement and the Account upon 60 days' written notice. Upon such termination, Custodian shall deliver or cause to be
delivered the Securities, less any amounts due and owing to Custodian under this Agreement, to a successor custodian
designated by Principal. Upon completion of such delivery Custodian shall be discharged of any further liability or
responsibility with respect to the Securities so delivered. In the event that Securities or other properties remain in the
possession of the Custodian after the date of termination hereof owing to failure of Principal to provide proper
instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian
retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties
and obligations of the Custodian shall remain in full force and effect. In the event that no proper instructions designating
a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a
“bank” as defined in the Act of its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $25,000,000, all Securities held by the Custodian on behalf of
Principal and all instruments held by the Custodian relative thereto held by it under this Agreement on behalf of Principal,
and to transfer to an account of such successor custodian all of the Securities held in an Account. Thereafter, such bank or
trust company shall be the successor of the Custodian under this Agreement. All expenses associated with the transfer of
custody hereunder upon termination hereof shall be borne by the Principal (except as may be specifically agreed in writing by
the parties in relation to special arrangements).


 


19.      SUCCESSORS.


 


This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors in interest. This Agreement may not be assigned by either party, nor may the
duties of either party hereunder be delegated, without the prior written consent of the other party.


 


20.      GOVERNING
LAW. The validity, construction, and administration of this Agreement shall be governed by the applicable
laws of the United States from time to time in force and effect and, to the extent not preempted by such laws of the United States,
by the laws of the State of California from time to time in force and effect. Any action or proceeding to enforce, interpret or
adjudicate the rights and responsibilities of the parties hereunder shall be commenced in the State or Federal courts located
in the State of California.


 


21.      ADDRESSES.
Until further notice from either party, al communications called for under this Agreement shall be in writing and addressed
as follows:


 


If
to Principal:


 


	Name:	Harris & Harris Group, Inc.	 
	Street Address: 	1450 Broadway, 24th Floor	 
	City, State, Zip: 	New York, NY 10018	 
	Attn:	 	 
	Telephone:	 	 
	Facsimile:	 	 


 




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If to Custodian:


 


Union Bank, N.A.


Institutional Custody Services


Attn: Ms. Margaret Bond, Vice President


350 California Street, 6th Floor


San Francisco, California 94104


Telephone: (415) 705-7205


Facsimile: (877) 823-3601


 


22.      EFFECTIVE
DATE.


 


This Agreement shall be effective as of the date appearing
below, and shall supersede any prior or existing agreements between the parties pertaining to the subject matter hereof.


 


23.      COUNTERPARTS.


 


This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement
and all exhibits, appendices, attachments and amendments hereto may be reproduced by any reasonable means. The parties hereto each
agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding,
whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business,
and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.


 


23.      MISCELLANEOUS.


 


Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. The captions
in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect.


 


	Date:	 	 
	 	 	 
	By: 	Harris & Harris Group, Inc.	 
	 	 	 
	 	/s/ Daniel
    B. Wolfe	 
	 	Authorized Signature	 
	 	 	 
	 	 	 
	 	Daniel
    B. Wolfe, President	 
	 	Name & Title	 
	 	 	 
	 	3/11/11	 
	 	Date	 
	 	 	 
	 	 	 
	 	Authorized Signature	 
	 	 	 
	 	 	 
	 	Name & Title 	 
	 	 	 
	 	 	 
	 	Date	 


 




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	By:	Union Bank, National Association, "Custodian"	 
	 	 	 
	 	/s/ Margaret Bond	 
	 	Authorized Signature	 
	 	 	 
	 	Margaret Bond, Vice President	 
	 	Name & Title	 
	 	 	 
	 	3/11/2011	 
	 	Date	 
	 	 	 
	 	 	 
	 	Authorized Signature	 
	 	 	 
	 	 	 
	 	Name & Title	 
	 	 	 
	 	 	 
	 	Date	 


 






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Appendix
A


 





	COUNTRY/MARKET	 	SUB-CUSTODIAN	 	DEPOSITORY	 	
        COMPULSORY

        DEPOSITORY
	 	
        FOREIGN/

        EMERGING

        MARKET
	 	
        SETTLEMENT

        STANDARD

	Australia	 	National Australia Bank	 	Government Debt: The Reserve Bank Information and Transfer System Corporate and Government Bond: Austraclear Equities: Clearing House Electronic Sub- register System	 	Yes	 	Foreign	 	Contractual
	Austria	 	Bank Austria	 	Oesterreichischi Kontrollbank AG	 	Yes	 	Foreign	 	Contractual
	Belgium	 	BNP Paribas Belgium	 	Government Instruments: Banque Nationale de Belgique Equities and Corporate Debt: Euroclear Belgium	 	Yes	 	Foreign	 	Actual
	Canada	 	RBC Dexia Investor Services	 	The Canadian Depository for Securities Limited	 	Yes	 	Foreign	 	Contractual
	Denmark	 	Danske Bank	 	VP Securities Services	 	Yes	 	Foreign	 	Contractual
	Euroclear	 	Euroclear Bank	 	Not Applicable	 	NA	 	Foreign	 	Contractual
	Finland	 	SEBanken Finland	 	Euroclear Finland	 	Yes	 	Foreign	 	Actual
	France	 	CACEIS Bank	 	Euroclear France	 	Yes	 	Foreign	 	Contractual
	Germany	 	Deutsche Bank	 	Clearstream Banking Frankfurt	 	Yes	 	Foreign	 	Contractual
	Hong Kong	 	Standard Chartered Bank	 	Government Instruments: Hong Kong Monetary Authority Equities and Corporate Debt: Central Clearing and Settlement System	 	Yes	 	Foreign	 	Contractual
	Ireland	 	Bank of Ireland	 	Euroclear UK	 	Yes	 	Foreign	 	Contractual
	Italy	 	Deutsche Bank	 	Monte Titoli	 	Yes	 	Foreign	 	Contractual
	Japan	 	The Bank of Tokyo Mitsubishi UFJ, Limited	 	Government Instruments: Bank of Japan Equities and Corporate Bonds: Japan Securities Depository Center	 	Yes	 	Foreign	 	Contractual
	Netherlands	 	Fortis Bank	 	Euroclear Nederlands	 	Yes	 	Foreign	 	Contractual
	New Zealand	 	National Nominees	 	New Zealand Central Securities Depository	 	Yes	 	Foreign	 	Contractual
	Norway	 	Nordea Bank Norge	 	Verdipapirsentralen	 	Yes	 	Foreign	 	Contractual
	Portugal	 	Millennium BCP	 	Central de Valores Mobiliarios	 	Yes	 	Foreign	 	Contractual
	Singapore	 	DBS Bank	 	Central Depository (PTE) Limited	 	Yes	 	Foreign	 	Contractual
	South Africa	 	Standard Bank of South Africa	 	Shares Transactions Totally Electronic (STRATE)	 	Yes	 	Foreign	 	Contractual
	Spain	 	BNP Paribas	 	IBERCLEAR	 	Yes	 	Foreign	 	Contractual
	Sweden	 	SEBanken	 	Vardepapperscentralen	 	Yes	 	Foreign	 	Contractual
	Switzerland	 	UBS AG	 	SIX SIS AG	 	Yes	 	Foreign	 	Contractual
	United Kingdom	 	HSBC Bank	 	Euroclear UK	 	Yes	 	Foreign	 	Contractual
	United States	 	Union Bank N.A.	 	Equities and Fixed Income: The Depository	 	Yes	 	N/A	 	Contractual




 




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	COUNTRY/MARKET	 	SUB-CUSTODIAN	 	DEPOSITORY	 	
        COMPULSORY

        DEPOSITORY
	 	
        FOREIGN/

        EMERGING

        MARKET
	 	
        SETTLEMENT

        STANDARD

	 	 	 	 	
        Trust Company (DTC)

        Equities: Citibank N.A. Government Bonds:
        Federal Reserve Bank
	 	 	 	 	 	 
	Argentina	 	HSBC Bank Argentina	 	Caja de Valores	 	Yes	 	Emerging	 	Actual
	Bangladesh	 	Standard Chartered Bank	 	Central Depository Bangladesh Limited	 	Yes	 	Emerging	 	Actual
	Bermuda	 	Bank of Bermuda*	 	Bermuda Securities Depository Limited	 	Yes	 	Emerging	 	Actual
	Botswana	 	Standard Chartered Bank	 	Equities: Central Securities Depository of Botswana Government Bonds: Bank of Botswana	 	No	 	Emerging	 	Actual
	Brazil	 	Citibank	 	Equities: Companhia Brasileira de Liquidacao e Custodia Government Bonds: Sistema Especial de Liquidacao e Custodia Other Fixed Income: Central de Custodia e de Liquidacao de Titulos	 	Yes	 	Emerging	 	Actual
	Bulgaria	 	Unicredit Bulbank	 	Central Securities Depository AD	 	Yes	 	Emerging	 	Actual
	Chile	 	Citibank	 	Deposito Central de Valores	 	Yes	 	Emerging	 	Actual
	China	 	Standard Chartered Bank	 	The China Securities Depository and Clearing Corporation Limited (CSDCC)	 	Yes	 	Emerging	 	Actual
	Colombia	 	Citibank	 	
        Government Bonds: Deposito Central de Valores

        Equities and Other Fixed Income: Deposito
        Centralizado de Valores
	 	Yes	 	Emerging	 	Actual
	Cyprus	 	BNP Paribas	 	Equities: Clearing, Settlement and Registration General Directoate (in Greece)	 	Yes	 	Emerging	 	Actual
	Czech Republic	 	Ceskoslovenska Obchodni Banka	 	Government Bonds: Registracni Centrum Ceske Narodni Banky Equities and Other Fixed Income: Stredisko Cennych Papiru	 	Yes	 	Emerging	 	Actual
	Egypt	 	Citibank	 	Misr for Central Clearing, Depository and Registry	 	Yes	 	Emerging	 	Actual
	Estonia	 	SEBanken	 	Central Depository Limited	 	Yes	 	Emerging	 	Actual
	Ghana	 	Stanbic Bank Ghana	 	Equities: Ghana Securities Depository Company Government Debt: Bank of Ghana	 	Yes	 	Emerging	 	Actual
	Greece	 	BNP Paribas	 	Equities: Clearing, Settlement and Registration General Directoate Government Instruments: Bank of Greece	 	Yes	 	Emerging	 	Actual
	Hungary	 	Unicredit Bank Hungary	 	Central Clearing House and Depository Limited	 	Yes	 	Emerging	 	Actual
	Iceland	 	Deutsche Bank	 	Icelandic Securities Depository Limited	 	Yes	 	Emerging	 	Actual













 






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	COUNTRY/MARKET	 	SUB-CUSTODIAN	 	DEPOSITORY	 	
        COMPULSORY

        DEPOSITORY
	 	
        FOREIGN/

        EMERGING

        MARKET
	 	
        SETTLEMENT

        STANDARD

	India	 	Standard Chartered Bank	 	
        Government Bonds: Reserve Bank of India
        Equities and Corporate Bonds: National Securities Depository Ltd.

        Equities and Corporate Bonds: Central Depository
        Services Limited
	 	Yes	 	Emerging	 	Actual
	Indonesia	 	Standard Chartered Bank	 	PT. Kustodian Sentral Efek Indonesia	 	Yes	 	Emerging	 	Actual
	Israel	 	Bank Leumi	 	Tel Aviv Stock Exchange Clearing House	 	Yes	 	Emerging	 	Actual
	Kenya	 	Standard Chartered Bank	 	Central Depository Settlement Corporation	 	Yes	 	Emerging	 	Actual
	Korea (Republic of)	 	Standard Chartered First Korea Bank	 	Korean Securities Depository	 	Yes	 	Emerging	 	Actual
	Jordan	 	HSBC Bank Jordan	 	Securities Depository Centre	 	Yes	 	Emerging	 	Actual
	Latvia	 	AS SEB Banka	 	Latvian Central Depository	 	Yes	 	Emerging	 	Actual
	Lithuania	 	AB SEB Bankas	 	Central Securities Depository of Lithuania	 	Yes	 	Emerging	 	Actual
	Malawi	 	Standard Bank Malawi	 	None	 	NA	 	Emerging	 	Actual
	Malaysia	 	Standard Chartered Bank	 	Government Bonds: Bank Negara Malaysia Equities and Other Fixed Income: Bursa Malaysian Depository	 	Yes	 	Emerging	 	Actual
	Mauritius	 	Standard Chartered Bank	 	Central Depository and Settlement Company	 	Yes	 	Emerging	 	Actual
	Mexico	 	Banco National de Mexico S.A. (a subsidiary of Citicorp)	 	Instituto Para el Deposito de Valores (S.D. INDEVAL)	 	Yes	 	Emerging	 	Actual
	Morocco	 	Banque Marocaine de Commerce et d L'lndustrie	 	Maroclear	 	Yes	 	Emerging	 	Actual
	Namibia	 	Standard Bank Namibia	 	None	 	NA	 	Emerging	 	Actual
	Nigeria	 	Stanbic IBTC Bank	 	Central Securities Clearing Systems	 	Yes	 	Emerging	 	Actual
	Pakistan	 	Standard Chartered Bank	 	Equities and Other Fixed Income: Central Depository Company of Pakistan Ltd.	 	Yes	 	Emerging	 	Actual
	Peru	 	Citibank	 	CAVALI	 	Yes	 	Emerging	 	Actual
	Philippines	 	Standard Chartered Bank	 	
        Equities: Philippine Depository and Trust
        Company

        Government Bonds: Bureau of Treasury
	 	Yes	 	Emerging	 	Actual
	Poland	 	Citibank Handlowy w Warszawie (a subsidiary of Citibank)	 	
        Government Bonds: National Bank of Poland

        Equities and Other Fixed Income: National
        Depository of Securities
	 	Yes	 	Emerging	 	Actual
	Romania	 	Unicredit Bank Romania	 	Equities: Central Depository	 	Yes	 	Emerging	 	Actual
	Russia	 	Citibank	 	Government Bonds: Bank for Foreign Trade of the Russian Federation Equities, GKO’s and OFZ’s: National Depository Center and the Depository Clearing Company	 	No	 	Emerging	 	Actual







 



    	UNION BANK GLOBAL CUSTODY	Page 3 of 4
	12/31/2010	 



     


    










 





	COUNTRY/MARKET	 	SUB-CUSTODIAN	 	DEPOSITORY	 	
        COMPULSORY

        DEPOSITORY
	 	
        FOREIGN/

        EMERGING

        MARKET
	 	
        SETTLEMENT

        STANDARD

	Serbia	 	Unicredit Bank Serbia JSC	 	Central Registry, Depository and Clearing House	 	Yes	 	Emerging	 	Actual
	Slovakia	 	Ceskoslovenska Obchodni Banka	 	Central Securities Depository	 	Yes	 	Emerging	 	Actual
	Slovenia	 	Unicredit Banka Slovenija	 	Central Securities Clearing Corporation	 	Yes	 	Emerging	 	Actual
	Sri Lanka	 	Standard Chartered Bank	 	Central Depository System	 	Yes	 	Emerging	 	Actual
	Taiwan	 	Standard Chartered Bank	 	Taiwan Securities Depository and Clearing Corporation	 	Yes	 	Emerging	 	Actual
	Tanzania	 	Standard Chartered Bank	 	Central Securities Depository	 	Yes	 	Emerging	 	Actual
	Thailand	 	Standard Chartered Bank	 	Thailand Securities Depository Company Ltd.	 	Yes	 	Emerging	 	Actual
	Tunisia	 	Banque Internationale Arabe de Tunsie	 	Societe Tunisienne Interprofessionnelle de Compenestion et de depot des Valeurs Mobilieres (STICODEVAM)	 	Yes	 	Emerging	 	Actual
	Turkey	 	Citibank	 	Government Bonds: Central Bank of Turkey Equities and Other Fixed Income: Central Registry Agency	 	Yes	 	Emerging	 	Actual
	Uganda	 	Standard Chartered Bank	 	Government Debt: Bank of Uganda Equities: Securities Central Depository (under conversion)	 	
        Yes

        No
	 	Emerging	 	Actual
	Ukraine	 	Unicredit Bank	 	Equities and Corporate Bonds: Inter-Regional Securities Union Government Securities: National Bank of Ukraine	 	Yes	 	Emerging	 	Actual
	Venezuela	 	Citibank	 	Equities, Corporate and Government Debt: Caja de Valores de Venezuela	 	No	 	Emerging	 	Actual
	Vietnam	 	Standard Chartered Bank	 	Vietnam Securities Depository	 	Yes	 	Emerging	 	Actual
	Zambia	 	Standard Chartered Bank	 	LuSE Central Securities Depository	 	Yes	 	Emerging	 	Actual
	Zimbabwe	 	Barclays Bank	 	None	 	NA	 	Emerging	 	Actual







  


*
        Bermuda is available for settlement and safekeeping; however, additional documentation may be required.


  






    	UNION BANK GLOBAL CUSTODY	Page 4 of 4
	12/31/2010	 



     


    




  


 


 


SCHEDULE
OF FEES


Harris & Harris
Group


Effective
December 2010


 







	INSTITUTIONAL CUSTODY SERVICES	 	
        New account set-up 

        Free receipt of assets transferring into Union Bank

        Asset safekeeping

        Trade settlements

        Income collections

        Capital changes and proxy processing

        Daily cash sweep to HighMark Diversified Money Market
        Fund

        Account statement – Holdings and Transactions

        Dedicated relationship manager assigned to your
        account

        Account access to Online Trust & Custody





 





	ANNUAL ADMINISTRATION FEE	 	Assets
    to $500 Million	One
    basis point per annum*

    (1 BP on AUA)
	 	 	 	 
	 	 	Assets
    in excess of $500 Million	Three
    Quarters of One basis point*

    (3/4ths of 1 BP on AUA)
	 	 	 	 
	 	 	Physical
    Securities	Five
    basis points per annum

    (5 BP on AUA)










 





	ITEMIZED FEES	 	Transaction
    Fee	 
	 	 	Depository
    Eligible	$5
	 	 	Depository
    Ineligible	$20
	 	 	 	 
	 	 	Disbursements
    – Wires/Checks	$10
	 	 	 	 
	 	 	Additional
    Statements	$10
	 	 	 	 
	 	 	Out-of-Pocket
    Expenses	As
    Incurred







 





	MINIMUM ANNUAL FEE	 	Per Account	$5000







 





	DISCLOSURES	 	Market
    value used for fee calculations on fee invoices may differ slightly from market values on client statements  due
    to posting of accruals, late pricing of securities, and/or other timing issues.
	 	 	 
	 	 	A
    transaction is defined as any activity affecting assets including purchases, sales, tender offers, stock dividends, free deliveries,
    maturities, exchanges, redemptions, etc. Fees for foreign securities, foreign exchange transactions, international wires,
    and non-standard services are quoted separately. Union Bank retains the right to charge special fees for extraordinary services
    not covered in this fee schedule.
	 	 	 
	 	 	You
    may be assessed an overdraft charge for any negative balance in your account, provided such advance or overdraft is not related
    to Bank errors or omissions. Current overdraft charges are at the Bank’s Prime Rate + 4% per annum for the amount and
    number of days any negative balance exists in your account. This rate may be subject to change upon notification. Please see
    your account Agreement for additional information.
	 	 	 
	 	 	Fees
    are charged quarterly against the Client’s account unless otherwise agreed. This fee schedule is subject to change upon
    thirty (30) days written notice.
	 	 	 
	 	 	*includes
    cash sweep










 








	ACKNOWLEDGMENT	 	 
	 	 	Client Name







 








	 	 	/s/
    Daniel B. Wolfe	 	3/11/2011
	 	 	Authorized
    Client Representative	 	Date
	 	 	 	 	 
	 	 	/s/
    Margaret Bond	 	3/11/2011
	 	 	Union
    Bank Representative	 	Date