Exhibit 10.1

        

        

      

      
        
          		

                	 
	
                  preferred custody services

                	

                	Account Application


          

        

        
          Welcome

           

          This Application can be used to establish a Preferred Custody Account at Citi Private Bank. Please be sure to provide all of the information
              requested. Not providing all information may result in a delay in processing your application and establishing your account.

           

          If you make a mistake while completing this Application, cross out the information you wish to change, enter the correct information and initial it.

           

          To simplify and expedite the account opening process, please consult your CPB representative for any additional documentation which may be required.

           

          Important Information About Opening A New Account At Citigroup

           

          To help the United States Government fight terrorism and money laundering, Federal law requires financial institutions to obtain, verify, and record information that identifies each individual, business or entity that opens an account or establishes a relationship. What this means for you:

           

          For individuals—when you open an account or establish a relationship,
              we will ask for your:

           

          
            
              	•	
                      name,

                    


            

          

           

          
            
              	•	
                      date of birth,

                    


            

          

           

          
            
              	•	
                      residential street address, and

                    


            

          

           

          
            
              	•	
                      identification number, such as a social security number, taxpayer identification number, national identification number or
                          passport number.

                    


            

          

           

          For businesses and other entities, such as corporations, trusts, etc. — when you open an account or establish a relationship, we will ask for your:

           

          
            
              	•	
                      official name,

                    


            

          

           

          
            
              	•	
                      principal place of business or local business street address, and

                    


            

          

           

          
            
              	•	
                      taxpayer identification number or other registration number.

                    


            

          

           

          For individuals, we may also ask to see (and retain a copy of)
              your driver’s license, passport or other identifying documents that will help us identify you. For businesses or entities, we may also ask for a copy of your
              formation documents or other related documentation. If we have difficulty verifying an accountholder’s identity, we may not be able to open an account or
              establish a relationship, or we may have to block or close the account.

           

          Thank you for your cooperation.

           

          Terms and Definitions of Words Used in this Application

           

          Unless otherwise indicated in this Preferred Custody Services Account Application (the “Application” herein) or in the Terms and Conditions delivered to you from time to time in connection therewith (collectively, the “Agreement”), “you”, “your” and “yours” mean the persons and/or entity named below under “Accountholder
              Information”, as the owner or holder of each custody account(s) established by you hereunder (each an “Account”). Where
              the context so admits, “you”, “your” and “yours” also refer to any representative designated to give us instructions on behalf of the holder(s) or owner(s) of the Account(s).

           

          All references in this Application to “Citibank” mean Citibank, N.A. and its successors. All references to “Citigroup” mean Citigroup Inc., Citigroup’s affiliates and its successors, including Citibank, their branches
              and subsidiaries, wherever located. Unless otherwise indicated in this Application, “we”, “us” and “our” mean Citibank and where appropriate, Citi Private Bank (“CPB”) Preferred Custody Services, its successors and assigns. Capitalized terms not defined in this Application have the meanings contained in the accompanying Terms and Conditions.

        

        

        

      

      
        
          


      

      
      
        
          	1

                	
                  Accountholder Information

                	 


        

        

        

        Instructions: Please complete below and Section A, B, C &/or
            D as applicable.

         

          

        
          	
                  Account Title:

                  

                	 
	 
	 


        

        

        

        Account Type (check one box only):

        

        

        	☐ 

              	
                Individual

              	☐	
                Limited Liability 

                  

              	☐	
                Trust

              	☐	
                UTMA (Uniform Transfers 

              	 	 
	 	 	 	Company	 	 	 	
                to Minors Act) of the State of

              	 	 
	☐	
                Joint Account with 

                  

              	☐	
                Partnership

              	☐	
                Estate

              	☐	
                Individual Retirement 

              	☐	Other (please specify):
	 	Right of Survivorship	 	 	 	 	 	
                Arrangement Accounts (IRA)

              	 	 
	☐	Corporation	☐	Pension/Profit Sharing Plan	 	 	 	 	 	 


        

        

        
          	
                  Address of Legal Residence (Individuals/IRAs)




                    or Principal Place of Business (Partnerships, Corporate Entities and Others) or Trust/Estate Situs (Trusts, Estates or other Fiduciary Vehicles):*

                	
                   

                	
                  Mailing Address for Account Statements, Confirmations, Advices and Other Notices (if different)**:

                
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                  * May not be a P.O. Box

                	 	
                  ** May not be “Hold All Mail” and must be alternate address for account owner/holder

                


        

        

        

        The above party should receive (check as many as necessary): ☐ monthly account statements,☐ quarterly account statements, ☐ transaction advices,☐ cash advices (for interest and dividends),☐ corporate reorganization/class action notices,☐ proxies,

         

            

      

      Important Note: only one party may be designated to receive corporate reorganization notices, class action notices and proxies per account. If no party
          is selected to receive corporate reorganization notices, class action notices or proxies, then such materials and notices we receive for your securities will be sent to the accountholder’s mailing address. If no statement period is selected,
          statements will be mailed monthly. Applicable year-end tax reporting information will be mailed to the accountholder; copies will be mailed to other interested parties as indicated below.
        

        

        Mailing Addresses for Third Parties to Receive Account Statements,
            Confirmations, Advices and Other Notices:

         

          

      

      
        	
                1

                

              	               

              	
                 

              	
                2

              	               

              
	 	 	 
	 	 	 
	 	 	 
	
                The above party should receive (check as many as necessary):

              	 	
                The above party should receive (check as many as necessary):

              
	
                ☐ monthly account statements, ☐ quarterly account statements,

              	 	
                ☐ monthly account statements, ☐ quarterly account statements,

              
	
                ☐ transaction advices, ☐ cash advices (for interest and dividends),

              	 	
                ☐ transaction advices, ☐ cash advices (for interest and dividends),

              
	
                ☐ corporate reorganization/class action notices, ☐ proxies,

              	 	
                ☐ corporate reorganization/class action notices, ☐ proxies,

              
	
                ☐ applicable year-end tax reporting information,

              	 	
                ☐ applicable year-end tax reporting information,

              
	
                ☐ any other notices related to this Account.

              	 	
                ☐ any other notices related to this Account.

              


      

      

      

      
        1

        
          


      

      
        
          	
                  3 

                  

                	               	
                   

                	
                  4

                	               
	 	 	 
	 	 	 
	 	 	 
	
                  
                    The above party should receive (check as many as necessary):

                  

                	 	
                  
                    The above party should receive (check as many as necessary):

                  

                
	
                  ☐ monthly account statements, ☐ quarterly account statements,

                	 	
                  
                    ☐ monthly account statements, ☐ quarterly account statements,

                  

                
	
                  ☐ transaction advices, ☐cash advices (for interest and dividends),

                	 	
                  
                    ☐ transaction advices, ☐ cash advices (for interest and dividends),

                  

                
	
                  
                    ☐ corporate reorganization/class action notices, ☐ proxies,

                  

                	 	
                  
                    ☐ corporate reorganization/class action notices, ☐ proxies,

                  

                
	
                  
                    ☐ applicable year-end tax reporting information,

                  

                	 	
                  
                    ☐ applicable year-end tax reporting information,

                  

                
	
                  
                    ☐ any other notices related to this Account.

                  

                	 	
                  
                    ☐ any other notices related to this Account.

                  

                


        

      

      

      

      
        	
                Account Details – Complete Section A, B, C &/or
                  D:

              	
                 

              	
                 

              
	 	 	 
	
                A.   For Individual/Joint/UTMA/IRA Accounts:

              	 	 
	 	 	 
	
                Applicant:

              	 	
                Co-Applicant:

              


      

      

      

      
        	
                Name:

                  

              	 	
                 

              	
                Name: 

                  

              	 
	
                
                  (please include preferred title and/or suffix as applicable)

                

              	 	
                
                  (please include preferred title and/or suffix as applicable)

                

              


      

      
        

        

      

      
        	
                Legal Residence Address: 

              	 	
                 

              	
                Legal Residence Address: 

              	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


        

        

        	
                Date of Birth: 

              	 	 	
                Date of Birth: 

              	 
	 	 	 
	
                Citizen/Domicile: 

              	 	 	
                Citizen/Domicile: 

              	 


        

        

        	
                Social Security Number:  

              	 	
                

                

              	
                Social Security Number:  

              	 


        

        

        	
                Home Phone: 

              	 	 	
                Home Phone: 

              	 
	 	 	 
	
                Business Phone:  

              	 	 	
                Business Phone:  

              	 
	 	 	 
	
                Mobile Phone:  

              	 	 	
                Mobile Phone:  

              	 
	 	 	 
	
                E-mail Address:  

              	 	 	
                E-mail Address:  

              	 


        

        

        
          For UTMA accounts, note that the minor is the Applicant and the UTMA
            custodian is the Co-Applicant. The minor’s social security number will be used for tax reporting purposes. The UTMA custodian should sign this Application where indicated below and the attached signature cards.

           

          Please complete IRS Form W-9 and return the form with this Application, unless you are a foreign person. If you are a foreign person, please
              complete Form W-8BEN (Certificate of Foreign Status) and return the form with this Application.

           

          
            	B.

                     	
                    
                      For Corporate, Company or Partnership Accounts:

                    

                  


          

        

        

        

        
          	
                  Corporate, Company or Partnership Taxpayer Identification Number :

                	
                   

                


        

        

        

        
          If you are a foreign corporate or partnership entity, please complete Form
            W-8BEN (Certificate of Foreign Status) and return the form with this Application.

        

        

        

        
          	
                  You are organized/incorporated or a Partnership governed under the laws of:  

                	
                   

                


        

        

        

        
          A copy of the Organization Agreement/Resolution under which you act should be attached to this Application.

        

        

        

      

      
        2

        
          


      

      
        
          	C.	
                  
                    For Trusts, Estates, Pension/Profit Sharing Plans and Other Fiduciary Accounts:

                  

                


        

        

        

      

      
        	
                Trust, Estate, Pension/Profit Sharing Plan or other
                    Fiduciary Entity Taxpayer Identification Number:

                  

              	
                 

              


      

      

      
        
          	State law governing the Trust, Estate, Pension/Profit Sharing Plan or other Fiduciary Entity:

                	
                   

                


        

        

        

        If you are a foreign trust, estate or other fiduciary entity, please complete Form W-8BEN (Certificate of Foreign Status) and return the form with this Application.

         

          
          	
                  Fiduciary(ies)/Trustee(s):

                	
                   

                	
                  Fiduciary(ies)/Trustee(s):

                


          

          	
                  1) Name: 

                    

                	 	
                   

                	
                  2) Name: 

                    

                	 
	
                  (please include preferred title and/or suffix as applicable)

                	 	
                  (please include preferred title and/or suffix as applicable)

                


          

        

        
          	
                  Citizen/Domicile: 

                	 	
                   

                	
                  Citizen/Domicile: 

                	 


        

      

      

      

      
        	
                Legal Residence Address: 

              	 	
                 

              	
                Legal Residence Address: 

              	 


      

      

      

      
        	
                 

              	
                 

              	
                 

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      

      

      
        	
                Home Phone: 

              	 	
                 

              	
                Home Phone: 

              	 
	 	 	 
	
                Business Phone:

              	 	 	
                Business Phone:

              	 
	 	 	 
	
                Mobile Phone:  

              	 	 	
                Mobile Phone:  

              	 
	 	 	 
	
                E-mail Address:  

              	 	 	
                E-mail Address:  

              	 


      

      

      

      
        	
                Fiduciary(ies)/Trustee(s):

              	
                 

              	
                Fiduciary(ies)/Trustee(s):

              


      

      

      

      
        	
                3) Name: 

                  

              	 	
                 

              	
                4) Name: 

                  

              	 
	
                
                  (please include preferred title and/or suffix as applicable)

                

              	 	
                
                  (please include preferred title and/or suffix as applicable)

                

              


      

      

      

      
        	
                
                  Citizen/Domicile: 

                

              	
                 

              	
                 

              	
                
                  Citizen/Domicile: 

                

              	
                 

              


      

      

      

      
        	
                
                  Legal Residence Address: 

                

              	
                 

              	
                 

              	
                Legal Residence Address: 

              	
                 

              


      

      

      

      
        	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	 	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              


      

      

      

      
        	
                
                  Home Phone: 

                

              	
                 

              	
                 

              	
                
                  Home Phone: 

                

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Business Phone:  

              	
                 

              	
                 

              	
                
                  Business Phone:  

                

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                
                  Mobile Phone:  

                

              	
                 

              	
                 

              	
                
                  Mobile Phone:  

                

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                
                  E-mail Address:  

                

              	
                 

              	
                 

              	
                
                  E-mail Address:  

                

              	
                 

              


      

      
        

        

        For additional trustees, attach a separate information sheet to
            this Application.

         

          

      

      
        3

        
          


      

      
        If there are two or more fiduciaries or trustees acting at any time,
            we will follow the instructions provided by (check one box only):

          

        

        

        
          	
                  ☐ Any one of you

                	
                  ☐ A majority of you

                	
                  ☐ All of you

                	
                  ☐ Other (please specify):

                
	
                   

                	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                	
                   

                


        

        

        

        

        

        (The attorney for the fiduciaries or trustee(s) should advise on this option.)

        A full copy of the executed document under which you act must be attached to this Application.

        

        

        
          	D.	
                  For IRA Retirement Accounts:

                


        

        

        

        
          	
                  ☐ Rollover IRA

                	
                  ☐ Roth IRA

                	
                  ☐ SEP-IRA

                


        

        

        

        Applicant’s Date of Birth: _______/_______ /_______          

          

         

          

        For additional beneficiaries or to designate more than one primary or secondary beneficiary, attach a separate information sheet to this

      

      

        	Primary Beneficiary:	
                 

              	
                Secondary Beneficiary:

              


        

        

        
          	
                  Name:  

                	 	
                   

                	
                  Name:  

                	 
	
                  (please include preferred title and/or suffix as applicable)

                	 	
                  (please include preferred title and/or suffix as applicable)

                


        

        

        

        
          	
                  
                    Legal Residence Address: 

                  

                	
                   

                	
                   

                	
                  
                    Legal Residence Address: 

                  

                	
                   

                


        

        

      

      
        	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              


      

      

      

      
        	
                
                  Social Security Number:  

                

              	
                 

              	
                 

              	
                
                  Social Security Number:  

                

              	
                 

              


      

      

      

      
        	
                
                  Date of Birth: 

                

              	
                 

              	
                 

              	
                
                  Date of Birth: 

                

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                
                  Relationship:  

                

              	
                 

              	
                 

              	
                
                  Relationship:  

                

              	
                 

              


      

      

      
        Application.

         

          

        By signing below, you hereby acknowledge that:

        
          
            	•	
                    You certify that you are eligible to establish a traditional IRA, Roth IRA or SEP-IRA.

                  


          

        

        
          
            	•	
                    You have received and read the Citibank IRA or Roth IRA Agreement and Disclosure Statement. You accept the terms set forth therein   as supplemented by this Agreement and you appoint Citibank, N.A. to be custodian of your Citibank traditional IRA, Roth IRA or SEP-IRA.

                  


          

        

        
          
            	•	
                    This Application is subject to, and will be performed in accordance with, the provisions of the Citibank IRA or Roth IRA Agreement and Disclosure Statement. This Application, however, will be controlling if any of its terms are
                        inconsistent with the Citibank IRA or Roth IRA Trust Agreement.

                  


          

        

        
          
            	•	
                    If you invest in a mutual fund, you agree that such mutual fund or its affiliates may compensate Citibank, its subsidiaries or affiliate services. Further information is contained in the fund’s prospectus.

                  


          

        

        
          
            	•	
                    Any election to have a contribution treated as a Rollover cannot be revoked.

                  


          

        

        
          
            	•	
                    The contribution is made for the tax year indicated. If a tax year is not indicated, the contribution will be treated as a current year contribution.

                  


          

        

        
          
            	•	
                    You understand that each Citibank affiliate shares information about its transactions and experiences with you.

                  


          

        

        
          
            	•	
                    The general rules governing your Investment Options of the Traditional IRA or Roth IRA Plan Documents contain an arbitration provision and that your
                        Traditional IRA or Roth IRA Account is governed by these terms.

                  


          

        

        

        

        	
                Arbitration for Traditional IRA, SEP-IRA or Roth IRA Brokerage Accounts:

                 

                  

                You are aware that the Citibank IRA, SEP-IRA or Roth IRA Agreement and Disclosure Statement contains a Pre-Disputed
                    Arbitration Clause on page 3, therefore you acknowledge receipt of the Pre-Disputed Arbitration Clause and that your

                Traditional IRA, SEP-IRA or Roth IRA Account is governed by these terms.

              


         

        

      

      
        4

        
          


      

      By naming a beneficiary on this form, you cancel any earlier designation you may have made with respect to the assets in your Citibank Rollover
          IRA.

       

        

      
        
          	•	
                  If you do not name your spouse as beneficiary, there may be income tax implications for your estate
                      or beneficiary.

                


        

      

      
        
          	•	
                  If you do not name a beneficiary, the beneficiary will automatically be your estate.

                


        

      

      
        
          	•	
                  If you designate more than one primary beneficiary, the proceeds will be distributed equally among
                      them unless you indicate otherwise.

                


        

      

      
        
          	•	
                  Any secondary beneficiary you name will receive proceeds only if all of your primary beneficiaries are deceased.

                


        

      

      
        
          	•	
                  If you designate more than one secondary beneficiary, the proceeds will be shared equally among them
                      unless you indicate the share percentage for each.

                


        

      

      

      

      
        
          	2

                	
                  
                    Public Figure Information

                  

                	 


        

      

      

      

      Please complete either Section A or Section B:

       

        

      Section A

       

        

      Please check below if you or any of the co-applicants, trustees, fiduciaries or any other authorized signers are (or have been within the past five years):

       

        

       
      	
               ☐

            	(i)	a politician (whether elected or not) or significant government official who occupies,
                has occupied, or is actively seeking or being considered for a senior public position in the government or political party of a country, state or significant
                municipality;
	 ☐	(ii)	
              a government owned or controlled corporation, department or agency, or an executive thereof;

            
	 ☐	(iii)	
              a military officer;

            
	 ☐	(iv)	
              a close family member (e.g., spouse, parent, child, sibling, or in-law) of any of the above (i, ii, iii); or

            
	 ☐	(v)	
              a close associate of any of the above (i, ii, iii).

            


      

      NOTE: “being considered for a senior public
          position” includes all individuals running for public office along with their senior campaign managers.

       

        

      If you checked any of the above, please complete the section below:

      

      

       
        	Name:	
                 

              


      

       

        

       
        	
                Office/Position Held:

                

              	
                 

              


      

       

        

    

    
       
        	
                Date(s) Office/Position Held:

                

              	
                 

              


      

       

        

       
        	
                If office held is a municipality, name of municipality:

                

              	
                 

              


      

       

        

      Section B

       

        

      If no item in Section A applies to you, please check here: ☐

      

      

      
        
          
            	3

                  	
                    Account Statements, Advices, Proxies/Notices and Tax Reporting

                  	 


          

        

      

      

      

      
        
          	A.	
                  
                    Account Statements and Advices

                  

                


        

      

      

      

      The individuals and/or entities identified in Section I of this Application shall receive statements showing the assets and transactions in your
          Account for the statement period as selected in Section I of this Application.

       

        

      Your statement will include any orders we execute on your behalf for the period to purchase and sell securities and invest cash, any income earned
          for the statement period in connection with the securities and cash held in the Account, and any transactions that occur in connection with the Account for the
          statement period.

       

        

      At no additional cost to you, transaction advices and/or confirmations of all transactions conducted through your Account are generated as
          transactions occur and will be mailed to those individuals or entities identified in Section I of this Application.

       

        

      If you have elected to have your statements and/or advices mailed to a designated representative(s) without a duplicate copy mailed to your legal
          residence or principal place of business, and/or if you have requested statements and/or advices be mailed to you at an address other than your legal residence or
          principal place of business, you agree a) that Citibank providing statements and/or advices to the designated representative(s) and/or to your mailing address is
          considered received by you, b) to indemnify Citibank against all loss, liability,
          costs, claims, damages, or expenses we may suffer resulting from complying with your
          request and c) to notify Citibank in writing of changes to this request.

       

        
          	B.	
                  
                    Corporate Reorganization/Class Action Notices and Proxies

                  

                


        

      

       

        

      If you have elected to have your corporate reorganization notices,
          class action notices and/or proxies mailed to a designated representative or to you at an address other than your legal residence or principal place of business, you
          agree to indemnify Citibank against all loss, liability, costs, claims, damages, or
          expenses we may suffer resulting from complying with your request and will notify Citibank in writing of changes to this request. Additionally, you agree that us
          providing corporate reorganization notices, class action notices and/or proxies to your designated representative is considered received by you. You understand that
          you or your designated representative is expected to vote proxies in such a manner as you deem to be desirable and then forward the executed proxies to the issuing company.
          You relieve us of liability if proxies inadvertently do not reach you or your designated recipient. You further understand that due to the difficulty in obtaining
          proxies in regard to any non-U.S. (i.e., foreign) securities, we will not provide you
          or your designated recipient with such proxies, and you relieve us of all responsibility in connection therewith.

       

        

      
        5

        
          


      

      
        
          	C.	
                  
                    
                      Tax Reporting

                    

                  

                


        

      

      

      

      Applicable tax reporting information will be provided to the parties identified in Section I of this Application. For a separate fee (see the
          Schedule of Fees provided with this Application), at your request we will provide you with an annual summary of income collected, classified for federal and state income tax purposes, and other pertinent information to assist with annual tax return preparation. Check below to receive this report.

       

          

      
        	
                ☐

              	
                Prepare an annual tax summary report for this Account. The tax reporting
                    information recipients identified in Section I above should receive this report unless otherwise notified in writing.

              


      

      

      

      
        
          
            
              	4

                    	
                      
                        Administrative Matters

                      

                    	 


            

          

        

      

      

      

      
        
          	A.	
                  
                    
                      Principal and Income Cash Balances

                    

                  

                


        

      

       

        

      At your discretion, cash balances held in your Account may be segregated into principal and income cash balances. This option is often used for fiduciary accounts that require interest, dividends and other earnings be kept separate from principal balances. We will keep:

       

        
        	☐ Separate accounts for principal and income balances.	☐ A combined principal and income account.


        

        

       
      
        
          	B.	
                  
                    
                      Fees, Charges and Expenses

                    

                  

                


        

      

      

      

      Our fees and charges for services in connection with this Account are set forth in the Schedule of Fees or other written notice delivered to you
          from time to time. By signing this Application, you authorize us to charge all such fees and expenses when due to your (if applicable, indicate the percentage of fees which should be charged to each of the income and principal cash accounts):

       

        

      
      	
              ☐ Income cash account

            	
               

            	
              %

            	
              ☐ Charge fees to other Citi Account

            


    

     
      

      

      
        	
                ☐ Principal cash account

              	 	 %

              	
                ☐ Invoice fees

              


      

      

      

      
        	
                ☐ Combined principal and income cash account 

              	
                 

              	
                %

              


      

       

      If you have chosen separate accounts for principal and income balances in section 4A above and have not completed section 4B, the charges for our fees will automatically be charged to the income cash account. If
          the balance in your Account is insufficient to cover our fees and charges, you hereby authorize us to charge any other account you may have with us.

       

          

      For Trusts, Estates, Pension/Profit Sharing Plans and other Fiduciary accounts, the attorney for the fiduciary should advise
          on this option.

      

      

      
        
          	C.	
                  
                    
                      Mutual Fund Investments

                    

                  

                


        

      

       

        

      
        	
                ☐

              	
                Yes, I plan to invest in Mutual Fund Investments

              


      

       

        

      By checking the above you acknowledge that all mutual fund transactions are subject to further guidelines and provisions that are outlined in the
          fund prospectus which will be reviewed prior to sending trade instructions to us.

      

      

      
        
          	D.	
                  
                    
                      Reinvestment Options

                    

                  

                


        

      

       

        

      Please select one of the below for your reinvestment choice: 

       

        

      
        	 	
                ☐

              	
                Reinvest both Dividends and Capital Gains

              


      

      
        	 	
                ☐

              	
                Reinvest Dividends Only

              


      

      
        	 	
                ☐

              	
                Reinvest Capital Gains Only Do Not Reinvest

              


      

      		
              ☐

            	Do Not Reinvest


      
        	 	
                ☐

              	
                Will provide reinvestment choice at time of trade

              


      

      

      

      
        
          	E.	
                  
                    
                      Global Custody Investments

                    

                  

                


        

      

       

        

      
        	
                ☐

              	
                Yes, I wish to establish a Global Custody Account to hold foreign currencies
                    and/or invest in foreign securities held and settled in foreign markets.

              


      

       

        

      By checking the above you acknowledge that the investments held in the Account may be subject to Global Custody Fees set forth in the Schedule of
          Fees Form.

      

      

      
        
          	F.	
                  
                    
                      Standing Instructions – Automatic Account Remittance

                    

                  

                


        

      

       

        

      Cash balances held in your Account can be remitted automatically on a periodic basis as you direct. The remittance instructions stated below will remain in effect until you notify us otherwise in writing.

       

        

      
        	
                ☐

              	
                No automatic account remittance at this time.

              


      

       

        

      (A separate instruction letter can be provided at a later date to add a remittance to your account.) 

       

        

      
        	
                ☐

              	
                Please remit cash as follows:

              


      

       

      
      	Select one:	
              Select one:

            	
               

            
	
              ☐ Income cash remittance

            	
              ☐ Send remittance by wire transfer

            	
              ☐ Send remittance by ACH

            
	
              ☐ Principal cash remittance

                

            	
              ☐ Send remittance by check

            	
               

            
	
              
                ☐ Combined principal and income account remittance (see A above)

              

            


      

      

      
        6

        
          


      

      
        	
                
                  Remittance Date: 

                

              	
                 

              
	
                
                  Amount:

                  

                

              	
                 

              
	
                To:

                

              	
                 

              


        

        Note that “principal balance” remittances are not permissible. Remittances from a principal account or a
            combined principal and income account must be a fixed dollar amount.

        

        

        Wire Transfer Instructions or Check Delivery Instructions:

        
          	
                   

                
	
                   

                
	
                   

                
	
                   

                


        

        

        

        

        

        Citibank is not required to call you to verify or confirm the validity of your instructions to transfer funds provided that each transaction has
            the same debit and credit information indicated above. You hereby release Citibank from, and agree to indemnify and hold harmless Citibank and its affiliates, and
            their respective officers, directors and employees from and against any and all claims,
            losses, damages and liability (including reasonable attorneys’ fees) arising out of its compliance with the foregoing authorization. This authorization supersedes
            any prior contrary instructions covering the funds transfer instructions described above. This authorization shall remain in effect until Citibank receives written notice of its cancellation or modification and has had sufficient time to act on
            such notice.

        

        

        
          
            	G.	
                    
                      
                        Tax Lot Accounting Method

                      

                    

                  


          

        

        

        

        The default tax lot accounting method utilized by Citibank for sales of securities executed through your Account is FIFO (first in, first out).
            If an alternative method is preferred (i.e., “last in, first out” (LIFO)) please indicate below:

        
          	
                   

                
	
                   

                


        

        

        

        Changes to these instructions can be made in writing as necessary.
            Please consult your tax advisor for further information on completing this section.

        

        

        
          
            	H.	
                    
                      
                        SEC Shareholder Disclosure Rule 14b-2

                      

                    

                  


          

        

         

          

        SEC Rule 14b-2 directs us to request your authorization to provide your name, address and share position with respect to your Account to
            requesting companies whose stock you have voting authority over. Under the Rule, we must make the disclosures for accounts opened after December 28, 1986, if requested, unless you specifically
            object to disclosure. Hence, failure to respond will be deemed consent to disclose. Thank you for assisting us in complying with this SEC rule.

         

            

        
          	
                  ☐

                	
                  Yes, you authorize us to release your name, address and share positions.

                


        

         

            

        
          	
                  ☐

                	
                  No, you do not authorize us to release your name, address and share positions.

                


        

         

            

        
          
            	I.	
                    
                      
                        Multiple Accounts

                      

                    

                  


          

        

        

        

        From time to time, you may instruct us to open and maintain more than one Account for the individual or entity described in the “Accountholder
            Information” above. Unless otherwise instructed in writing, this Application will govern all such accounts established.

        

          
            
              
                
                  
                    	5

                          	
                            
                              
                                Cash Management

                              

                            

                          	 


                  

                

              

            

          

          

          

        Selected Sweep Fund. At the end of each
            business day, all United States Dollars (“USD”) held in an Account can be automatically invested in a money market vehicle. As an alternative to the Citibank Market
            Deposit Account described below, you may elect to have your USD cash balances swept into certain money market mutual funds. For information on money market mutual fund alternatives, please consult your Private Banker or Relationship Officer. By authorizing us to automatically sweep USD cash balances into your chosen
            money market mutual fund, you represent that the prospectus for the money market mutual fund you have chosen has been made available to you. By checking the appropriate box below, indicate the money market vehicle into which all principal and
            income cash balances should be invested:

         

          

         
        	☐	
                Citibank Market Deposit Account, an FDIC insured money market deposit account of Citibank, N.A. (Before choosing this option, please see below
                    the “IMPORTANT NOTE REGARDING FDIC INSURANCE LIMITATIONS”).

              


         
         

          
          	☐	Other:	
                   

                


          

          

         
        	☐	None. All cash in this Account should be held in a non-interest bearing deposit of Citibank, N.A. (Before choosing this option, please see below
                  the “IMPORTANT NOTE REGARDING FDIC INSURANCE LIMITATIONS”).


         
         

          The prevailing interest rate will be paid to you and earnings on your cash balances will be reflected on your Account statement.

           

              

          If you do not specify a cash investment, you will have been
              deemed to have authorized us to invest all principal and income cash balances in your Account in the Citibank Market Deposit Account. With respect to cash
              balances in your Account that you direct or authorize us to invest into money market instruments and/or deposits which are obligations of, or mutual funds managed
              or serviced by Citibank or related entities, you recognize that, in addition to
              fees provided for herein, we or a related entity may have an interest therein and such affiliated organization may also receive fees or other profits or benefits
              from such investment as described more fully in the “Preferred Custody Services Terms & Conditions” booklet under the header ”Revenue Sharing Payments”. You hereby authorize the receipt of such fee, profit or benefit and expressly waive
              any special computation or accounting.

          

          
            7

            
              


          

          
            IMPORTANT NOTE REGARDING FDIC INSURANCE
                  LIMITATIONS. Both the Citibank Market Deposit Account (“MDA”) and any amounts held as non-interest-bearing USD deposits are FDIC insured deposit accounts of Citibank, N.A. and are insured by the FDIC up to the maximum amount
                allowable by the FDIC. Any other deposits, including checking accounts, savings
                accounts or certificates of deposit (“CDs”) you maintain with Citibank, N.A. in the same capacity, directly or through an intermediary such as a brokerage
                account, will be aggregated with your MDA and/or non-interest-bearing deposits for purposes of determining the applicable FDIC insurance limit. If Citibank,
                N.A. fails, the aggregated deposit accounts you maintain are insured, up to the applicable limits, for principal and interest accrued to the day Citibank, N.A. is closed. It is your responsibility to monitor the total
                  amount of deposits that you maintain with Citibank, N.A. and to determine the extent of FDIC insurance coverage available to you. We
                shall have no responsibility to monitor your deposits.

             

              

            Foreign Currency Balances. If you
                instruct us to hold foreign currency balances in your Account, you understand and agree that such balances will be held in a non-interest-bearing account that
                is not subject to FDIC insurance.

             

              

            
              
                
                  
                    
                      
                        
                          	6

                                	
                                  
                                    
                                      
                                        Third Party Instructions

                                      

                                    

                                  

                                	 


                        

                      

                    

                  

                

              

              

              

            

            If you wish to designate a representative to give us investment or
                  other instructions regarding this Account, please complete The Citi Private Bank Preferred Custody Services Third Party Designation or Citi Private Bank Appointment of Investment Counsel Form, as applicable.

             

                

            For Trusts, Estates, and other Fiduciary accounts, the attorney for the fiduciary should advise whether, and the extent
                to which, the fiduciary’s authority with respect to this Account may be delegated to a third party.

             

              

            
              
                
                  
                    
                      
                        	7

                              	
                                
                                  
                                    
                                      Client Website Access and Enrollment

                                    

                                  

                                

                              	 


                      

                    

                  

                

              

               

            

            

            The Citi Private Bank Client Website (the “Client Website”) is a powerful and comprehensive tool that allows you and your designated
                representatives to monitor your Account(s) with greater power and precision. Detailed information about the Client Website is available from your Citi Private Bank representative. An online tour is available at www.citigrouppb.com.

             

              

            If you wish to access information about your Account via the Client Website, or if you would like to permit one or more representatives to
                access information about your Account via the Client Website, please complete the following. Your Citi Private Bank representative will contact the individuals named below to complete the enrollment process.

             

              	
                      Name:

                    	
                       

                    	
                       

                    	
                      Name:

                    	
                       

                    
	
                       

                    	
                       

                    	
                       

                    	
                       

                    	
                       

                    
	
                      Address:

                    	
                       

                    	
                       

                    	
                      Address:

                    	
                       

                    


            

          

           

            

          	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                


          

          

          
            	
                    E-mail Address:

                    

                  	
                     

                  	
                     

                  	
                    E-mail Address:

                    

                  	
                     

                  


          

          

          
            	
                    Phone:

                    

                  	
                     

                  	
                     

                  	
                    
                      Phone:

                      

                    

                  	

                  


          

           
          
            For additional individuals, attach a separate information
                sheet to this Application.

             

            
            
              
                
                  
                    
                      	8

                            	
                              
                                
                                  
                                    
                                      Execution of this Application

                                    

                                  

                                

                              

                            	 


                    

                  

                

              

            

             

              

            Please read before signing.

             

              

            APPLICATION

                

              

            You are applying for the accounts and services covered by this Application and you may apply later for other accounts and services covered
                by this Application pursuant to “Subsequent Accounts and Services” below.

             

              

            AGREEMENTS/ACKNOWLEDGEMENTS/CERTIFICATIONS

             

              

            By signing below, you acknowledge that you have read, understood and agree to this Application, Citi Private Bank Preferred Custody Services
                Terms & Conditions, Schedule of Fees, Citi Private Bank Privacy Promise, Client Funds Transfer Agreement, and all other documents enclosed herewith (collectively, the “Enclosed Documents”) or included with or hereafter delivered in connection with any now or later applied for account or service covered
                by this Application, all of which (without need to separately sign) are part of the agreements contained herein. Your signature below shall also be deemed to be your execution of the agreements attached hereto and all other documents
                enclosed herewith or included with or hereafter delivered in connection with any now or later applied for account or service covered by this Application, as if your original signature appeared thereon. This Application may be executed in
                any number of counterparts, all of which together shall constitute a single instrument.
                You may deliver an executed counterpart of a signature page to this Application to us by telecopier, which shall be as effective as delivery of a manually
                executed counterpart of this Application. This Application, when accepted by us, forms your agreement with us. For the purpose of referring to this Application, the date of this Application shall be the date of acceptance by Citibank.

             

              

          

          
            8

            
              


          

          By signing below, you certify that:

           

            

          
            
              	•	
                      You are 18 years of age or older and that the information provided in this Application or in connection herewith, whether now or hereafter, is accurate, complete and verifiable.

                    


               

              

            

          

          
            
              	•	
                      In consideration of the opening or granting of any account or service covered by this Application, you have the authority to request and apply for same.

                    


               

              

            

          

          
            
              	•	
                      You have received the Enclosed Documents.

                    


               

              

            

          

          
            
              	•	
                      Copies of all trust agreements, wills, court orders and other documents or agreements that you
                          now or hereafter provide to Citibank are in full force and effect, genuine, complete,
                          unaltered, and have not been modified, repealed or superseded.

                    


               

              

            

          

          
            
              	•	
                      If you are a retirement plan subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), by opening an account or obtaining a service under this
                          Application, your signature below constitutes your acknowledgement that you reviewed the Citi Private Bank Preferred Custody Services ERISA Section 408(b)(2) Disclosure Document made available to you reasonably in advance of your
                          deciding to open the Account and that after your review, you made an independent decision that the fees and other compensation are reasonable for the services being provided by Citibank. Your signature further acknowledges that
                          you consent to Citibank updating or changing the Disclosure Document by posting updated documents and/or notices at http://citi.com/investorinfo/advisoryprivacy/408b2disclosures.html and that it is your responsibility to check the website periodically for such updates.

                    


            

          

          

          

          Under this Application, you authorize us to open on your behalf a Citi Private Bank Preferred Custody Services Account for the safekeeping of
              securities, cash and other investments that you purchase or sell through Citibank, N.A., Citigroup, or other parties based on your own or your advisor’s
              investment decisions and instructions. We will act as depository for the safekeeping of the cash and securities in your Account in accordance with the terms of
              this Application. You (or your designated representative, if applicable) will have the sole discretion to direct investments and you agree that only securities owned by you will be held in your Account.

          

          

          You also agree:

           

            

          
            
              	•	
                      All accounts and services are subject to the agreements, rules, regulations, terms, conditions and disclosures
                          therefore as in effect from time to time.

                    


               

              

            

          

          
            
              	•	
                      You acknowledge that you are solely responsible for, and that neither WE nor any other
                          Affiliated Organizations have any responsibility for, your compliance with any laws,
                          regulations or rules applicable to your use of the services provided by us under your Agreements with us, including, but not limited to, any laws, regulations
                          or rules, in your or any other jurisdiction, relating to tax, foreign exchange and capital control, and for reporting or filing requirements that may apply as a
                          result of your country of citizenship, domicile, residence or taxpaying status.

                    


               

              

            

          

          
            
              	•	
                      This Application will remain the property of Citibank and will not be returned to you.

                    


               

              

            

          

          
            
              	•	
                      Citibank may record telephone conversations with you.

                    


               

              

            

          

          
            
              	•	
                      Citibank may, from time to time, fax you information on products and/or services that are
                          available to clients of Citi Private Bank using any fax numbers provided in this Agreement, provided by you during the course of your relationship with Citibank
                          and/or provided in a directory, advertisement or site on the Internet to which you voluntarily agreed to make available your fax number for public distribution.

                    


               

              

            

          

          
            
              	•	
                      Citibank may require you to provide additional information or documentation, to update information previously given, to submit additional applications, and to sign additional documentation.

                    


               

              

            

          

          
            
              	•	
                      Citibank may from time to time make additions to the accounts and services available pursuant to this Application. You may contact your Citi Private Bank
                          Representative for this information and apply for or request such accounts or services as if they were named in this Application. Your application or request shall be deemed to be an application or request pursuant to “Subsequent
                          Accounts, Credit and Services” below. You will receive a copy of the agreement, rules, regulations, terms,
                          conditions and applicable disclosures for any such account or service you are granted, all of which shall be part of the agreements contained herein. You agree that Citibank may require you to sign additional documentation in
                          connection with such account or service.

                    


               

              

            

          

          
            
              	•	
                      This Application is to be governed by the laws of the State of New York and by federal law as applicable. Any dispute in connection with this Application shall be
                          adjudicated in a federal or state court located in the Borough of Manhattan, City and State of New York. You agree to submit to the jurisdiction of
                          such courts for the determination of all issues in connection with this Application and irrevocably waive any objection to venue or inconvenient forum. You waive trial by jury in any such dispute.

                    


            

          

          

          

          Your signature below acknowledges that Citibank shall not incur any liability for not performing any act or fulfilling any obligation
              hereunder by reason of any occurrence beyond its control (including, but not limited to, any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire services or any electronic communication facility). You further agree that no printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions Citibank or Citigroup by name or the rights, powers, or duties of Citibank or Citigroup under this Application shall be issued by any other parties
              hereto, or on such party’s behalf, without our prior written consent.

           

              

          FUNDS TRANSFER

           

            

          You agree that:

           

            

          
            
              	•	
                      without prior notice, Citibank may at any time refuse to accept funds transfer instructions.

                    


               

              

            

          

          
            
              	•	
                      Citibank is not required to call you, a designated representative or an authorized signer to verify or confirm the validity of any standing or pre-defined instruction
                          to transfer funds provided that each transaction has the same debit and credit information you have given for such instruction

                    


               

              

            

          

          
            
              	•	
                      You are bound by instructions given by your designated representatives and authorized signers; any errors resulting from misinformation provided by your designated
                          representatives and authorized signers are your responsibility and Citibank may accept instructions from designated representatives and authorized signers until your Citi Private Bank Representative is notified by signed written
                          instruction (original, facsimile, pdf) of any changes and Citibank has had sufficient time to act upon such notices.

                    


               

              

            

          

          
            9

            
              


          

          AUTHORIZATIONS

           

            

          You authorize:

           

            

          
            
              	•	
                      Citibank from time to time to investigate and verify any information contained in or obtained now or later in connection with this Application, to check your credit
                          history and obtain consumer and/or credit reports in connection with any account or service for which you now or may hereafter apply. If you ask, you will be told whether or not a consumer and/or credit report on you was requested
                          and the name and address of the agency that furnished the report. To facilitate your application for, and when activated the maintenance of, accounts and services covered hereunder,
                          you consent to Citibank’s exchange of your consumer and/or credit reports, this Application, any information about you, your accounts or services, and any other document delivered now or later in connection herewith with its affiliates.

                    


               

              

            

          

          
            
              	•	
                      Your employer, your bank, and any other references supplied on or in connection with this
                          Application now or later or which appear on your consumer or credit reports to release and/or verify information to Citibank.

                    


               

              

            

          

          
            
              	•	
                      Citibank to share with credit bureaus, affiliates and other proper persons information about your creditworthiness and how you handle your accounts and services.

                    


               

              

            

          

          SUBSEQUENT ACCOUNTS, CREDIT AND SERVICES

           

            

          You authorize Citibank to accept instructions from you to open and close accounts and to request or terminate any account service covered by
              this Application, without requiring further original signatures from you. Unless you have advised Citibank to the contrary, your delivery to Citibank of any such
              instructions shall be confirmation that there are no material adverse changes in the information you have given in this Application.

           

            

          AGENT/POWER OF ATTORNEY

           

            

          You appoint Citibank as your agent and attorney-in-fact to take your instructions: to open any account and to request any service covered by
              this Application and to communicate the same to its affiliate offering such account or service for purposes of applying for, enrolling in or requesting the same
              on your behalf and/or to terminate or modify any account or service.

           

            

          PRIOR AGREEMENTS, TERMINATION, INDEMNIFICATION

           

            

          
            
              	•	
                      This Application and the agreements contained herein supersede any prior contrary information, agreements, authorizations or instructions covering accounts and
                          services covered by this Application, and remain in effect until your Citi Private Bank Representative receives written notice of cancellation or an
                          approved modification and Citibank has had sufficient time to act upon such notice. Citibank may terminate your relationship as a Private Bank customer,
                          with or without cause, at any time and without prior notice to you. Provisions for termination of specific accounts or services are set forth in Citi Private Bank Preferred Custody Services Terms & Conditions and other
                          governing documents.

                    


            

          

           

            

          
            
              	•	
                      You release Citibank from, and agree to defend, indemnify and hold harmless Citibank, its officers,
                          directors and employees from and against, all claims, losses, costs, damages, expenses and liability
                          (including reasonable attorneys’ fees) arising out of its complying with or acting in reliance upon this Application.

                    


            

          

          

          

          
            
              
                SIGNATURES

                 

                

                
                  IN WITNESS WHEREOF, the undersigned have duly executed this Application (all account
                    owners must sign):

                   

                  

                  
                    	
                            Signature: 

                          	 	
                             

                          	
                            Signature: 

                          	 
	 	 	 
	
                            Print Name:  

                          	 	 	
                            Print Name:  

                          	 


                    

                    

                    	
                            Capacity of Signatory: 

                          	 	 	
                            Capacity of Signatory: 

                          	 
	
                            (If other than individual or joint account)

                          	 	
                            (If other than individual or joint account)

                          


                    

                    

                    	
                            Date:

                          	 	 	
                            Date:

                          	 


                    

                    

                    	
                            Print Name:  

                          	 	 	
                            Print Name:  

                          	 


                    

                    

                    	
                            Capacity of Signatory: 

                          	 	 	
                            Capacity of Signatory: 

                          	 
	
                            (If other than individual or joint account)

                          	 	
                            (If other than individual or joint account)

                          


                    

                    

                    	
                            Date:

                            

                          	 	 	
                            Date:

                            

                          	 


                  

                   

                  

                   

                

              

            

          

          
            

            

            
              10

              
                


            

            

          
            
              
                SECTION TO BE COMPLETED BY CITIBANK

                 

                

                
                  Accepted by Citibank:

                   

                  

                  
                    	
                            Signature: 

                          	
                             

                          	
                             

                          	
                            Name: 

                          	
                             

                          
	
                             

                          	
                             

                          	
                             

                          	
                             

                          	
                             

                          
	
                            Title: 

                          	
                             

                          	
                             

                          	
                            Date: 

                          	
                             

                          


                    

                    

                    	
                            Account Number:

                          	
                             

                          


                  

                   

                  

                

              

            

          

          

          

          
            


          

          Citi Private Bank is a business of Citigroup Inc. (“Citigroup”), which provides its clients access to a broad array of products and services
              available through bank and non-bank affiliates of Citigroup. Not all products and services are provided by all affiliates or are available at all locations. Neither Citigroup nor any of its affiliates provide tax or legal advice. Custody
              Services are provided by Citibank N.A.

           

            

          Citi and Citi with Arc Design are registered service marks of Citigroup Inc. or its affiliates.

           

              
            	© 2013 Citigroup Inc. All rights reserved 

                  	Citibank, N.A. Member FDIC


            

              

          
          	
                  INVESTMENT PRODUCTS: NOT FDIC INSURED •
                      NO BANK GUARANTEE • MAY LOSE VALUE

                


          

            
              11

              
                


            

             

            

            

            
              
                


            

            
              PREFERRED CUSTODY SERVICES

            

            Terms and Conditions

             

              

            Table of Contents

             

              

             

            
              	
                      •

                    	
                      Services Provided

                    	
                      2

                    
	 	
                      — Custody

                    	
                      2

                    
	 	
                      — Client Website Access

                    	
                      2

                    
	 	
                      — Statements and Confirmations

                    	
                      3

                    
	 	
                      — Securities Processing

                    	
                      3

                    
	 	
                      — Settlement

                    	
                       4

                    
	 	
                      — Foreign Exchange Transactions

                    	
                       4

                    
	 	
                      — Restricted Transactions

                    	
                      5

                    
	
                      •

                    	
                      Account Fees

                    	
                      5

                    
	
                      •

                    	
                      Referral Fees

                    	
                      5

                    
	
                      •

                    	
                      Revenue-Sharing Payments

                    	
                      5

                    
	
                      •

                    	
                      Grant of Lien

                    	
                      6

                    
	
                      •

                    	
                      Right of Offset

                    	
                      6

                    
	
                      •

                    	
                      Taxes and Expenses

                    	
                      6

                    
	
                      •

                    	
                      Legal Process

                    	
                      7

                    
	
                      •

                    	
                      Valuation

                    	
                      7

                    
	
                      •

                    	
                      Representations and Warranties

                    	
                      7

                    
	
                      •

                    	
                      General Agreements and Authorizations

                    	
                      8

                    
	 	
                      — Subsequent Accounts, Credit and Services

                    	
                      8

                    
	
                      •

                    	
                      Account Types

                    	
                      9

                    
	 	
                      — Joint Accounts With Rights of Survivorship

                    	
                       9

                    
	 	
                      — Trust/Fiduciary Accounts

                    	
                       9

                    
	 	
                      — Custodial (Uniform Transfers to Minors Act/Uniform Gifts to Minors Act) Accounts

                    	
                       9

                    
	 	
                      — Entity Type Accounts

                    	
                       9

                    
	 	
                      — Individual Retirement Arrangement Accounts
                        (IRA)

                    	
                       9

                    
	
                      •

                    	
                      Corporate Reorganization/Class Action Notices and Proxies

                    	10

                    
	
                      •

                    	
                      Dormant Accounts

                    	
                      10

                    
	
                      •

                    	
                      Termination of Preferred Custody Services Agreement

                    	
                      10

                    
	
                      •

                    	
                      Governing Law and Submission to Jurisdiction

                    	
                      10

                    
	
                      •

                    	
                      Citibank Obligations in Respect of an Account

                    	
                      11

                    
	
                      •

                    	
                      Limitation of Liability

                    	
                      11

                    
	
                      •

                    	
                      Severability

                    	
                      11

                    
	
                      •

                    	
                      Amendments

                    	
                      11

                    
	
                      •

                    	
                      Electronic Delivery

                    	
                      11

                    
	 	
                      — Notices, Disclosures, etc

                    	
                      11

                    
	 	
                      — Account Data

                    	
                       12

                    
	
                      •

                    	
                      Other Activities of Citibank and Citigroup Affiliates

                    	
                      13

                    
	
                      •

                    	
                      Investment Risks

                    	
                      14

                    
	 	
                      — General

                    	
                      14

                    
	 	
                      — Cash and Short-Term Investments

                    	
                      14

                    


               

              

            

            
              
                


            

            
            
              Citi Private Bank Preferred Custody Services are offered to clients of Citi Private Bank – a business of Citigroup Inc. (“Citigroup”) that provides clients access to products and services worldwide through bank and non-bank affiliates of Citigroup. Unless
                  otherwise indicated in these Terms & Conditions or in the Preferred Custody Services Account Application (“Application”), “you,” “your” and




                  “yours” mean the person and/or entity named in the Application under “Accountholder Information,” as the owner or holder of each custody
                  account established by you hereunder (each an “Account”). Where the context so admits, “you,” “your” and “yours” also refer to any representative designated to give us instructions on behalf of the holder(s) or owner(s) of the Account(s). All references in the Application and Terms & Conditions to “Citibank” mean Citibank, N.A. and its successors. All
                  references to “Citigroup” means Citigroup Inc., Citigroup’s affiliates and its successors, including Citibank, their branches and subsidiaries, wherever located. Unless otherwise indicated in the Application
                  and Terms & Conditions, “we,” “us” and “our” mean Citibank, and where appropriate, Citi Private Bank (“CPB”) Preferred Custody Services, its successors and assigns and capitalized terms have the meanings provided in the Application and Terms and Conditions.

              

              

              The Application for the Preferred Custody Services,
                  together with these Terms & Conditions establishes your private banking relationship with us. The Application, together with the Terms and Conditions, is hereinafter referred to as the “Agreement” and
                  represents the entire agreement between us with regard to the services described herein and supersedes any previous agreement to the extent of any inconsistency or contrary provision. In the event of any inconsistency between the
                  Agreement or any other document you have entered into with us with respect to the services and fees described herein, the provisions of the Agreement shall control. Citibank may from time to time introduce new or additional terms and
                  conditions governing your relationship with Citibank hereunder or hereafter, and such terms and conditions, unless otherwise specified, shall be effective when forwarded to the address specified by you in the Application.

              

              

              We can refuse to accept or renew this Agreement in our sole discretion and for any reason. We can also refuse to accept this Agreement
                  until such time as you deliver the funds that will be administered into our custody. Unless otherwise instructed, your assets will remain in the form
                  delivered prior to our acceptance of this Agreement. Collection and processing may delay our acceptance of this Agreement. We may at our discretion, decline any asset(s) that you propose to deliver to be maintained in an Account.

              

              

              
                


              

              

              
                Services Provided

                

                

                Custody

                

                

                Preferred Custody Services, a business unit of
                    Citibank, shall act as your custodian (the “Custodian”) for accounts referenced in this Agreement and described in the sales material.
                    The Custodian will assign a Senior Custody Product Specialist and a Custody Service Officer to each Account.

                

                

                The assigned Custody Service Team will provide professional portfolio administration to investors who seek to consolidate accounts
                    and simplify securities record-keeping and safekeeping

                

                

                Citibank will maintain custody of the assets held in an Account. Such assets will be segregated from the general assets of the Custodian and the Custodian will maintain detailed records to ensure that assets held in an Account can be identified and traced. For Global Custody
                    accounts (accounts holding foreign currencies and/or foreign securities held and settled in foreign markets), Citibank shall have the power and authority to appoint one or more subcustodians, including entities both affiliated and unaffiliated with Citigroup, to hold assets in an Account. You understand
                    that Citibank may have an interest therein and such affiliated organization may receive fees or other profits or benefits, in addition to any fees charged
                    to your Account.

                

                

                All dividends, interest and principal paid in
                    connection with securities held in an Account shall be credited to that Account.

                

                

                All or a portion of an Account may be held in cash or cash equivalents, including securities issued by money market mutual funds. At the end of each business day all US dollar cash held in an Account, which has not been invested, will be transferred to a money market investment,
                    which has been selected by you. If you do not specify a cash investment, you will have been deemed to have authorized us to invest all principal and income
                    cash balances in your Account in the Citibank Market Deposit Account. With respect

              

              
                to cash balances in your Account that you direct or authorize us to invest into money market instruments and/or deposits which are
                    obligations of, or mutual funds managed or serviced by Citibank or related entities,
                    you recognize that, in addition to fees provided for herein, we or a related entity may have an interest therein and such affiliated organization may also
                    receive fees or other profits or benefits from such investment as described more fully under the header “Revenue Sharing Payments”. You hereby authorize the receipt of such fee, profit or benefit and expressly waive any special
                    computation or accounting.

                

                

                If you instruct us to hold foreign currency balances in your Account, you understand and agree that such balances will be held in a non-interest bearing account that is not subject to FDIC insurance.

                

                

                Client Website Access

                

                

                By completing the Client Website and Enrollment section of the Application, you, the client or authorized signer(s) for the client, request enrollment in The Relationship Report and authorize Citi Private Bank, to provide third parties designated as the Web User and/or Recipient as
                    designated in the Application with account information with respect to the account you are opening along with all the accounts maintained under the Entitlement Groups and/or the Accounts listed, or any other accounts directed by you
                    from time to time, through access to The Relationship Report on the Web via the Citi Private Bank client Web site (“Web Report”) and/or
                    the physical delivery of The Relationship Report (“Paper Report”), as directed. The Relationship Report on the Web will be made available
                    to the Web User through the Citi Private Bank client Web site only when the Client Website Access and Enrollment section of the Application has been completed to the Citi Private Bank’s satisfaction and signed by you, when applicable, and the Web User accepts Citi Private Bank client Web site Terms and Conditions and User Agreement, upon initial log in to the Citi Private Bank client Web site. You understand that this authorization and instruction will not be automatically terminated should you die, become incapacitated, become insolvent or
                    declare bankruptcy, or be declared absent, but will remain in force until
                    revoked in writing by you or your legal representative.

              

              

            

            
              	 


            

            
              2

              
                


            

             
              
                For security purposes, we will send your user name
                    and password separately, using two different delivery methods. Your user
                    name, along with instructions for logging on to the site, will be sent via e-mail to the address that you provide. Your initial password will be shipped via expedited postal mail to the address that you provide. A signature is
                    required for receipt of this package. Please Note: We are unable to deliver to P.O. Box addresses. You will need BOTH, your user name and initial password, to
                    activate your account on the client Web site.

                

                

                The Relationship Report describes those products and services made available to you through the Citi Private Bank, which are provided
                    by or in custody at Citibank, N.A. (“Citibank”), Citigroup Global Markets Inc. (“CGMI”), and other Citigroup affiliates. The information provided in The
                    Relationship Report is  subject to all applicable terms and conditions, including those governing the specific accounts and transactions referenced herein.
                    If the Report is being delivered to you electronically via Citi Private Bank client Web site or otherwise, it is subject to the terms and conditions governing such electronic delivery. The information in The Relationship Report is not intended as a recommendation or an offer or solicitation to sell any securities or investments. The data contained in The Relationship Report is for informational purposes only and should not be used to make a decision to buy or sell a security, fund or other investment or for the benefit or use of any third party. All products are offered subject to approval, eligibility, and all applicable terms and conditions governing the specific accounts and/or transactions. In the U.S., brokerage services may be provided by CGMI, member SIPC, and an affiliate of Citibank. Outside the U.S.,
                    brokerage services may be provided by other Citigroup affiliates. Products are held at Citibank, Citibank International PLC, CGMI, and other Citigroup
                    affiliates.

                

                

                The Relationship Report is a supplement to, and does not replace, the official legal statements you receive for your Preferred
                    Custody Services account(s).

                

                

                Statements and Confirmations

                

                

                Your monthly or quarterly statement, as requested in
                    the Application,  will contain a summary of all transactions executed for the Account. If you wish (at no additional cost to you) confirmation upon
                    completion of each transaction in an Account, ensure that you have checked the relevant boxes on the Application under Section 1, “Accountholder Information.”

                

                

                Citibank will mail an account statement to your legal residence or principal place of business at least quarterly. If you have elected to have duplicate statements, advices and/or proxies
                    mailed to a designated representative(s) or mailed to you at an address other than your legal residence or principal place of business, you agree a) that
                    Citibank providing such duplicate statements, advices and /or proxies to the designated representative(s) and/or to your secondary mailing address is
                    considered received by you, b) to indemnify Citibank against all loss,
                    liability, costs, claims, damages, or expenses we may suffer resulting from complying with your request and c) to notify Citibank in writing
                    of changes to this request.

              

              
                Each statement or notice is sent in accordance with the written instructions provided in the Agreement. Notification given to any one owner is considered notification to all owners of the account. We use
                    ordinary mail or electronic mail for delivery and pay all postage (when applicable). All statements and notices (including any returned to us as undeliverable) are considered delivered to you on the date we first place them in the mail
                    or the date the electronic mail is first sent. We are not responsible for statements or notices lost in transmittal. If two consecutive statements and/ or
                    notices are returned to us for any reason, you agree that we may hold subsequent notices and statements until we receive forwarding information from you.

                

                

                We reserve the right to correct errors on any Account statement or confirmation sent to you. If you fail to notify us concerning any
                    error in an Account within sixty (60) days from the date you receive notification of the transaction in question, any claim by you will be barred, if permitted under applicable law.

                

                

                Securities Processing

                

                

                Investments may be made in a variety of types of securities,
                    including, but not limited to, common and preferred stocks, convertible stocks or bonds, warrants, options, rights, corporate, municipal or government bonds, notes or bills of other instruments (collectively, “Securities”). Only Securities that you own will be held
                    in the Account.

                

                

                All directions to buy or sell securities or invest cash will come from you or such person or persons as you designate and will be
                    subject to all relevant market rules and regulations and our practices and procedures, either of which can change from time to time.

                

                

                In its capacity as your custodian under this Agreement,
                    you agree that:

                

                

                
                  
                    	

                          	•	
                            Citibank Preferred Custody Services shall not be responsible for the management of any Assets held in any Account or for the investment management
                                decisions of any investment manager selected by you.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            You or the investment manager for an Account will be solely responsible for the management of the Assets in that Account.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            You or the investment manager identified by you shall invest and reinvest the Assets held in your Account in accordance with your investment
                                objectives and risk tolerance levels.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            Each order you place is based on your or your financial advisor’s independent evaluation of the risks and merits of the investment and determination
                                that the security is consistent with your investment objectives, risk tolerance and financial capacity.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            You accept full responsibility for all risks and losses associated with the orders you place.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            If you do not specify the market in which you wish us to execute your order,
                                we may complete the transaction in the market of our choice.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            Citibank shall default to the First In First Out (FIFO) tax lot accounting method for sales of securities executed in your account unless otherwise
                                instructed by you in writing.

                          


                  

                

              

              	
                       

                    


            

            
              3

              
                


            

            
              
                
                  
                    
                      
                        	

                              	•	
                                Unless you otherwise instruct, we may refer orders to purchase or
                                    sell securities to any Citigroup affiliated organization which may act as counterparty, principal, agent, underwriter or broker, even though we may have an interest therein and such affiliated
                                    organization receives fees or other profits or benefits, in addition to any fees charged to your Account.

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                We may, at our discretion, refuse to execute the sale of a
                                    security which is not in your Account established pursuant to this Agreement. Further, if you sell a security which is defective or not delivered for timely settlement, we may at our discretion
                                    purchase the security at your expense to cover the sale.

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                We will not be responsible for any error, default, omission, or
                                    neglect of any broker or telecommunications firm or if any transaction is delayed and cannot be effected by reason of any cause beyond our control.

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                Fractional shares of securities received into your Account as a result of a corporate reorganization matter, dividend payment or other transaction cannot be held in your
                                    Account. With respect to any fractional shares that are received, we will automatically sell such shares and credit the proceeds to your
                                    Account.

                              


                      

                    

                    

                    

                    For securities and any other investments purchased in connection with your Account (including securities purchased by us to
                        satisfy your orders to sell, as described above), you agree that you will have on the settlement date the full purchase price of the securities in U.S.
                        Dollars, or any other currency as appropriate to settle non-US Dollar denominated security transactions, in immediately available funds in your Account, or such other account with us as we may agree upon with you at
                        the time of the trade. If you do not, you will be in default in the
                        payment of this debt obligation and we may, without further notice or demand and at our option in any order, charge any account you have with us and/or sell any assets held in your Account or any other account with us (including the purchased securities) to recover the purchase price and any fees or
                        charges in connection with the recovery. Should you not have sufficient cash or assets with us to satisfy this debt obligation, we may then seek to
                        recover from you any deficiency.

                    

                    

                    If you direct us to buy and/or hold securities of non-U.S.
                        (i.e., foreign) companies or other entities, you authorize us to hold
                        these securities in such foreign country where the principal trading market is located and, in connection therewith, to deposit these securities with a branch of Citibank or other U.S. bank in such foreign country, a foreign bank acting as custodian or a foreign securities depository in which we
                        participate, and to pay all fees and expenses attendant thereto even if securities are deposited in a branch of Citibank. You understand that Citibank
                        may have an interest therein and such affiliated organization may receive fees or other profits or benefits, in addition to any fees charged to your
                        Account. You understand that in addition to the standard
                          risks of investing in securities, investment in non-U.S. companies or entities could result in substantial loss of principal due to foreign exchange risk or sovereign risk including, but not limited to, the devaluation of the
                          currency in which the security is denominated or the imposition of foreign exchange controls restricting ownership of the security by non-citizens, currency conversion or the transfer of funds outside the foreign jurisdiction. A
                          loss in value of such non-U.S. investments could

                  

                  
                    also occur if foreign exchange control regulations are imposed that make it difficult or impossible to
                        convert the foreign currency to U.S. Dollars and/or return these foreign funds to us in the United States. Further, a partial or complete loss of your non-US investment may occur if a private company is acquired, or nationalized, by
                        a foreign government or one of its agencies.

                    

                    

                    Settlement

                    

                    

                    You hereby appoint Citibank as your agent and custodian with respect to facilitating the settlement of security trades, purchases and sales, at the discretion of you or your designated
                        representative. Pursuant to such authorization, the Custodian may, at your risk, arrange for delivery and payment in connection with the settlement of security trades. In addition, you authorize us to register securities in Citibank’s name, or the name of a nominee, and agree that Citibank and
                        the Custodian may act on your behalf in all other matters necessary or incidental to the handling of each Account, including signing your name, delivering any required endorsements or assignments, guaranteeing your
                        signature to transfer securities and certifying your ownership of the securities in each Account to government authorities (including, without limitation, government authorities in the United States and the jurisdiction of your
                        domicile).

                    

                    

                    You hereby agree to pay us promptly on demand for any and all losses incurred by us as a result of the settlement of trades
                        executed by you or your designated representative, and to cover any debit balance resulting from such trading. This settlement authorization shall not be affected by your subsequent disability or incapacity. If, in the event of your death, we act in good faith pursuant to this settlement
                        authorization without actual knowledge of your death, any action so taken, unless otherwise invalid or unenforceable, shall be binding on your successors in interest.

                    

                    

                    For an Individual Account upon notice to the Custodian of your death, we will cease all activity in each Account pending further
                        instructions from the appropriate party representing your estate.

                    

                    

                    This settlement authorization is a continuing one and shall remain in full force and effect until terminated by you or us in
                        writing. The termination of this authorization will also terminate this Agreement. If an Account becomes inactive or if we cannot communicate with you
                        because of a change of address or otherwise, we may be required to comply with local regulations dealing with such issues.

                    

                    

                    Foreign Exchange Transactions

                    

                    

                    You agree that we may facilitate foreign exchange transactions with Citibank or other Citigroup affiliates, that such transactions will be effected at the prevailing exchange rate as determined by the entity effecting the transaction in its sole discretion, and that, if a foreign exchange transaction is effected through a Citigroup affiliate, such affiliate may receive a fee or commission in connection with the
                        transaction. You agree to assume all risks associated with such foreign exchange and currency conversions. Any loss which may occur as a result of the
                        fluctuation of exchange rates is for your account. If you or your designated representative utilize investment techniques which include investments
                        outside the United States, you authorize the Custodian to effect any related foreign exchange transactions through Citibank or any Citigroup affiliate,
                        and non-affiliated agents to the extent permitted by law.

                  

                  	
                           

                        


                

                 

              

            

            
              4

              
                


            

             
              
                Restricted Transactions

                

                

                In accordance with the Unlawful Internet Gambling Enforcement Act of 2006 (UIGEA) and Regulation GG, certain transfers or payments
                    through your Account may be restricted that may involve Internet gambling, as defined under the regulations.

                

                

                Account Fees

                

                

                Citibank’s fee for services in connection with an Account shall be as set forth in the Schedule of Fees in the sales material for the
                    Preferred Custody Services Group delivered to you or in such other written notification provided to you from time to time. Citibank’s fee includes custody
                    services and may include transaction fees as evidenced in the agreed upon fee schedule but does not include other costs and charges described herein.

                

                

                The annual fee for each Account is based on the total fair market value of the assets for all the Preferred Custody Services Accounts, subject to each Account having a fair market value at least equal to the Account Minimum, as set forth in the sales materials for the Preferred Custody
                    Services Group or in such other written notification provided to you from time to time. Citibank’s annual fee for each Account will be charged monthly in
                    arrears and will become due on the second Friday of the following month. The amount of the monthly fee shall be calculated by multiplying the annual fee by the fair market value of the assets in the Account on the last business day of
                    the applicable month, without adjustment for any additions to or withdrawals from the Account during the month, and then dividing this amount by twelve. The fee for the first month will be prorated, based upon the period beginning on
                    the opening date of the Account (i.e., the date the Account is opened at Citibank and funded with the applicable Minimum Investment) and ending on the last day of that month. The fee for the last month will be similarly prorated for the
                    number of days the Account remains open in the month. Expenses and other costs and charges are due as incurred.

                

                

                The per transaction fee rate for Account transactions shall be set forth in the Fee Schedule included in the sales materials or in
                    such other written notification provided to you from time to time.

                

                

                Applicable tax reporting information will be provided to the parties you have identified. For a separate fee as described in the
                    Schedule of Fees, we will provide you with an annual summary of income collected, classified for federal and state income tax purposes, and other pertinent information to assist with annual tax return preparation.

                

                

                Other costs and charges may include, but are not
                    limited to, (i) auction fees; (ii) certain odd-lot differentials; (iii) stock exchange fees; (iv) transfer taxes; (v) electronic fund and  wire transfer fees; (vi) charges of investment managers for assets under management; (vii) fees
                    in connection with custodial, trustee and other services rendered by a Citigroup affiliate, including fees or other charges associated with transferring assets into or out of an Account; (viii) SEC fees on securities trades; and (ix)
                    any other charges mandated by law.

                

                

                If you or your designated representative have one or more portfolio management strategies whose investment techniques include
                    investments outside the United States, we may from time to time pass along to you other costs and charges that may

              

              
                include all custodial charges and other expenses charged by a subcustodian or correspondent affiliated with us to custodize non-U.S. investments in the country where the principal trading market for such investment is located and all fees and commissions in connection with any foreign
                    exchange transactions effected through Citigroup or non-affiliated agents.

                

                

                By signing the Application, you authorize Citibank and its designated subcustodians, if applicable, to deduct all fees and commissions and other costs and charges when due with respect to each Account
                    from the assets held in that Account.

                

                

                If you request that we keep separate accounts for principal and income, we will charge Citibank’s fee and expenses to income, unless
                    you direct otherwise; provided, however, that should there be insufficient assets in either principal or income to satisfy the obligations allocated to such
                    sub-account, any assets in the Account, whether allocated to principal or income, may be utilized to satisfy the outstanding obligations of the Account.

                

                

                If your Financial Advisor refers you to Citibank for services hereunder, you acknowledge that any delivery of securities by your
                    Financial Advisor to Citibank will result in the imposition of custody fees as described herein.

                

                

                Referral Fees

                

                

                If your Financial Advisor refers you to Citibank for services hereunder, you acknowledge that a portion of the fees described in the “Account Fees” section above will be paid to your Financial Advisor by Citibank.

                

                

                Revenue-Sharing Payments

                

                

                If you choose one of the following money market mutual funds for the investment of cash balances in your account, Citibank or its affiliates shall receive a mutual fund support fee, or what has come to be known as a “revenue-sharing payment”. These revenue- sharing
                    payments are in addition to annual service fees (referred to as “12-b 1 fees”) and any other fees and expenses disclosed in a fund’s prospectus fee table.
                    They are also in addition to other expense reimbursement and service fees described here. The funds for which revenue-sharing payments are received are as follows: Western Asset Cash Reserves, Western Asset Tax Free Reserves, Western Asset New York Tax Free Reserves, Western Asset U.S. Treasury Reserves,
                    Western Asset Premium Liquid Reserves, Western Asset Premium U.S. Treasury
                    Reserves, Western Asset California Tax Free Reserves, Western Asset
                    Institutional Liquid Reserves, Western Asset Institutional U.S. Treasury
                    Reserves, Western Asset Connecticut Tax Free Reserves, Western Asset
                    Institutional Tax Free Reserves, Western Asset Institutional Cash Reserves,
                    Western Asset Premium Liquid Reserves Limited, and Western Asset Institutional Liquid Reserves Limited.

                

                

                What you should know about revenue-sharing payments:

                

                

                
                  
                    	

                          	•	
                            These payments are not made from fund assets, but instead are paid
                                from the assets of a fund’s investment adviser or other affiliate.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            Brokerage commissions that funds pay for portfolio trades are not used to offset any portion of these payments.

                          


                  

                

              

              	
                       

                    


            

            
              5

              
                


            

             
              
                The foregoing funds are charged a revenue-sharing fee, calculated quarterly, of fi y percent (50%) of the sum of (1) the pro-rata management fee with respect to the assets of clients of Citi Private Bank invested in the applicable fund, plus (2) the applicable 12b-1 fees payable from the
                    applicable fund with respect to the assets of clients of Citi Private Bank invested in the applicable fund, payable from the fund management company by subtracting (2) from such sum and remitting the difference to Citibank or its
                    affiliates.

                

                

                Additionally, affiliates of Citibank may receive
                    compensation from certain funds in the form of commissions and other fees for providing traditional brokerage services, including related research and
                    advisory support, and for the purchase and sale of securities for fund portfolios.
                    Citibank affiliates also may receive other compensation from certain funds for financial services performed for the benefit of such funds.

                

                

                You may obtain prospectuses for any of the money market mutual funds listed above from your Citigroup representative or your
                    independent investment advisor.

                

                

                Grant of Lien

                

                

                You hereby represent and warrant that any securities delivered to Citibank to be held in your Account(s) are free of any encumbrances, including constructive liens. Your interest in the Account(s) and in the
                    assets held in the Account(s) may not be sold, pledged or otherwise transferred, except for pledges of the Account(s) and the assets held therein as collateral security for obligations to Citigroup or third-party collateral which has
                    been accepted by Citigroup.

                

                

                In order  to  secure all  your  present and  future  obligations to Citibank under this Agreement (including, but not limited to fees, expenses or taxes) and all other present and future indebtedness or obligations to Citigroup that you may incur, secured by the Account(s) or the assets held therein, you hereby grant to Citibank, except where prohibited by law, a first priority continuing lien and security interest in all of your right, title and interest in the Account(s) or other personal property of yours which is in our possession, but not limited to bank deposits and securities and all
                    assets now or hereafter held in the Account(s) and all income and other proceeds and products thereof. You agree that such liabilities or obligations may be
                    satisfied by applying any of your personal property with us. We may apply funds in your accounts with us or sell your personal property which is not an
                    account, by public or private sale at our discretion, and use the proceeds of such sale to satisfy such liabilities or obligations whether or not such
                    liability or obligation is subject to a contingency.

                

                

                In addition, you consent to Citigroup and any subcustodians appointed by Citibank taking all actions necessary or desirable under all
                    applicable laws to perfect and protect such lien or to enable Citigroup to exercise and enforce its rights and remedies with respect to the Account(s) and the assets held therein. Specifically, for U.S. law purposes, you
                    acknowledge and agree that, to the extent that the assets in the Account(s) constitute “security entitlements” for purposes of Article 8 of the Uniform
                    Commercial Code in effect from time to time in the State of New York, Citibank shall be the “entitlement holder” of such “security

              

              
                entitlement(s).” You also acknowledge and agree and hereby consent to subcustodians appointed by Citibank entering into an agreement
                    with Citibank whereby such subcustodians of the assets (and for U.S. law purposes as “securities intermediary”) undertake to comply at all times solely with
                    instructions or “entitlement orders,” including transfer and withdrawal orders,
                    originated by Citibank without further consent by you.

                

                

                Right of Offset

                

                

                If any of you has present and future indebtedness or obligations to Citigroup, you agree that we may set off and apply funds, deposits, balances, debt, checks, assets, in any currency held for you or owed to you, by Citigroup, to satisfy or reduce your debt, without
                    notifying you in advance. This is true whether the debt is incurred individually or jointly and whether or not your other assets are held individually or jointly.
                    You agree that we may effect this set-off even though we have not demanded payment from you or your debt has not matured. This set-off right is in addition to our rights under applicable law and other agreements.

                

                

                Taxes and Expenses

                

                

                In addition to fees and other costs and charges, you
                    agree to pay all taxes, legal and other expenses (collectively with fees and other costs and charges, “expenses”) associated with each Account arising under the laws of any relevant jurisdiction. By signing the
                    Agreement, you authorize us to debit the relevant Account and/or any other account you may have with Citigroup for such expenses as incurred. This includes, but is not limited to, expenses we may incur protecting or enforcing our rights and obligations, as well as expenses resulting from a breach of this Agreement on your part. As required by law, we may withhold from any payments
                    due to you from this account any taxes currently due or due from any prior distributions. If additional funds are required to cover any due taxes, you are required to promptly provide such additional funds to us. In addition,
                    if you or an Account is subject to legal, governmental or administrative proceedings, you agree that we may charge any Account and/or any other account you
                    may have with Citigroup for the expenses related to those proceedings.

                

                

                Citibank and its designated sub-custodians, if
                    applicable, as U.S. Withholding Agents (“USWA”) are required to withhold and
                    provide applicable information reporting with respect to each Account as required by U.S. tax law. Citibank or a designated sub-custodian will withhold the
                    applicable amounts with respect to each distribution to the extend required by U.S. tax law. Withholding requirements are determined based on the type of

                

                

                U.S. tax certification form provided, or in the
                    absence of a tax form or a valid tax form, the applicable presumption rules. Any amounts withheld are remitted to the IRS and if applicable, to the appropriate state agency.

                

                

                U.S. persons are required to provide Form W-9
                    “Request for Taxpayer Identification Number (TIN) and Certification”; U.S. persons include but are not limited to:

                

                

                
                  
                    	

                          	•	
                            an individual citizen or resident of the United States;

                          


                  

                

              

              	
                       

                    


            

            
              6

              
                


            

            
              
                
                  
                    
                      
                        	

                              	•	
                                a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under
                                    the laws of the United States, any state thereof or the District of Colombia

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                an estate whose income is subject to U.S. federal income taxation
                                    regardless of its source; or

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United
                                    States persons have the authority to control all substantial decisions of the trust, or that has a valid election in effect under applicable
                                    U.S. Treasury regulations to be treated as a United States person.

                              


                      

                    

                    

                    

                    Non U.S. persons are required to provide the
                        appropriate Form W-8 (W-8BEN, W-8IMY, W-8ECI or W-8EXP).

                    

                    

                    
                      
                        	

                              	•	
                                Non-U.S. persons are beneficial owners or intermediaries that are
                                    not U.S. persons as described above.

                              


                      

                    

                    

                    

                    Absent a valid U.S. tax certification form, we
                        will apply the presumption rules and the account will be either a presumed U.S. person subject to U.S. person withholding and reporting requirements, such as 28% back-up withholding and Form 1099 information
                        reporting or a presumed Non U.S. person, subject to 30% U.S. Withholding
                        Tax (also known as Non Resident Tax) and Form 1042-S reporting. Under the presumption rules, actual knowledge is not relevant, unless it results in a higher rate of withholding. We are required to withhold on any
                        reportable amounts on any Account that is a U.S. or a presumed U.S.
                        account; this withholding is required from the day of account opening until such time as the proper, valid tax certification form is received by us.
                        However, under current U.S. tax law, we may issue a refund of any
                        back-up withholding applied during the period the Account was uncertified, provided a valid tax form is received within 30 days of account opening. Accounts that are presumed U.S. that are later determined to be Non U.S. persons must submit a valid tax form to us by December 15th allowing us time to
                        make the appropriate withholding adjustments.

                    

                    

                    Additionally, withholding applicable to
                        investments in Non U.S. securities or American Depository Receipts (“ADRs”) are subject to foreign withholding requirements. Withholding on these instruments is applied at the source and we receive the payments net of foreign withholding. Some jurisdictions require additional documentation to be
                        provided in order to establish entitlement to a reduced or exempt rate of withholding.

                    

                    

                    The information contained in this Agreement is subject to change without notice due to changes in tax law, changes in third
                        parties services, changes in local market rules, and practices or
                        actions taken by U.S. Tax Authorities, non-U.S. agents and Foreign Tax Authorities, among others. The information contained in this Agreement is based on information available at the time of printing. Citigroup and its agents, do not warrant or guarantee the accuracy and completeness of, nor undertake to update or amend this information every time
                        there is a change in requirements. Citigroup works with local market agents,
                        third party providers and issuers to provide the most accurate information available at the time of distribution. Citigroup and its agents are not liable for any loss arising from or in reliance with information provided in this
                        Agreement.

                  

                  
                    
                      Legal Process

                      

                      

                      We may comply with any writ of attachment,
                          adverse claim, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process which we believe (correctly or otherwise) to be valid. A fee for processing will be assessed. NOTE: If we are
                          not fully reimbursed for our record search, photocopying and handling costs by the party which served the process, we may charge such costs to any
                          account of yours, as we determine, in addition to our minimum legal process fee. You agree to indemnify, defend and hold us harmless from all actions, claims, liabilities, losses, costs and damages
                          (including attorney’s fees) associated with our compliance with any process that we believe to be valid. Accounts opened with trust or fiduciary designations (e.g., “XYZ Inc.-Client Trust Account”) may be subject to levies and
                          other legal process against your property unless our records clearly reflect the existence of an express written trust or court order. We will not pay
                          interest on any funds we hold or set aside in response to legal process. You agree that we may honor legal process which is served by mail or
                          facsimile transmission, or at any of our offices, even if the law requires personal delivery at the office where you maintain your account.

                      

                      

                      Valuation

                      

                      

                      In computing the fair market value of any securities or other investments in an Account, securities listed on any U.S. national securities exchange shall be valued, as of the valuation
                          date, in U.S. dollars at the closing composite price (the
                          consolidated tape price). Any other securities or investments held in an Account shall be valued by the Custodian, based on values received from you or  your designated representative,  to reflect fair  market value. Any such valuation should not be considered a guarantee of any kind whatsoever with respect to the value of the assets in an Account. 

                      

                      

                      Representations and Warranties

                      

                      

                      You acknowledge that you are solely responsible for,
                          and that neither we nor any other Affiliated Organizations has any responsibility for, your compliance with any laws, regulations or rules applicable to your use of the services provided by us under this Agreement including, but not limited to, any laws, regulations or rules, in your or any other jurisdiction, relating to tax, foreign exchange and
                          capital control, and for reporting or filing requirements that may apply as a result of your country of citizenship, domicile, residence or taxpaying status.

                      

                      

                      You certify that copies of all trust agreements,
                          wills, court orders and other documents or agreements that you now or hereafter provide to Citibank are in full force and effect, genuine, complete, unaltered, and have not been modified, repealed or
                          superseded.

                    

                  

                  	
                           

                        


                

              

            

            
              7

              
                


            

             
              
                General Agreements and Authorizations

                

                

                In connection with the services being provided to you under this Agreement, you agree that we can rely on the financial and other information provided by you or your designated representative to us from time to time.
                    You are bound by instructions given by your designated representatives and authorized signers; any errors resulting from misinformation provided by your designated representatives and authorized signers are your responsibility and
                    Citibank may accept instructions from designated representatives and authorized signers until your Citi Private Bank Representative is notified by signed written instruction (original, facsimile, PDF)of any changes and Citibank has had sufficient time to act upon such notices.

                

                

                You agree to promptly inform us in writing if you change your citizenship or legal residence. You also agree to promptly inform us if
                    you or any of the co-applicants, trustees, fiduciaries or any other
                    authorized signers are or become a) a politician (whether elected or not) or significant government official who occupies, has occupied, or is actively
                    seeking or being considered for a senior public position in the government or political party of a country, state or significant municipality; b) a government owned or controlled corporation, department or agency, or an executive thereof; c) a military officer; d) a close family member (e.g. spouse, parent, child, sibling, or in-law) of any of the above; or e) a close associate of any of the above. Please note that “being considered for a senior public position”
                    includes all individuals running for public office along with their senior campaign managers. Furthermore, you agree to provide us with any information that
                    we may reasonably request from time to time.

                

                

                You agree to send all notices and instructions to us in writing addressed to Citibank, and to transmit them directly to Preferred
                    Custody Services or through your private banker or other Citigroup representative who handles your Citibank accounts or to any future address we may designate. If you transmit instructions or notices to us through another Citibank
                    branch or other Citigroup entity, you assume responsibility for any resulting risks, delays or errors. Receipt of instructions by any such office or person does not constitute receipt by us. If, in our judgment, your instructions are unclear, we may choose not to act on them until the ambiguity has been resolved to our satisfaction. We may refuse to act on any instructions that we believe are contrary to or not clearly permitted by this Agreement, applicable law or other relevant requirements. You agree that any notice or
                    communication is considered delivered to you on the date we first place them in the mail to the address specified by you in this Agreement or the date the electronic mail is first sent. You consent to our recording any telephone conversations you may have with us.

                

                

                You agree that you may not assign this Agreement without our prior consent. Any assignment or transfer by you of an Account that is made without our prior written approval will be void.

                

                

                You agree that no delay in enforcing our rights under this Agreement will be construed as a waiver of our rights. Only a written waiver signed by us will be valid. You understand that the rights granted to us in this Agreement are additional to those given by law or other
                    agreements you may have with us.

              

              
                If you are a retirement plan subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), by opening an Account, your signature on the Application and any other account opening documents constitutes your acknowledgement that you reviewed the Citi Private Bank Preferred
                    Custody Services ERISA Section 408(b)(2) Disclosure Document made available to you reasonably in advance of your deciding to open your Account(s) and that after your review, you made an independent decision that the fees and other
                    compensation are reasonable for the services being provided by Citibank. Your signature further acknowledges that you consent to Citibank updating or changing the Disclosure Document by posting updated documents and/or notices at http://citi.com/investorinfo/advisoryprivacy/408b2disclosures.html and




                    that it is your responsibility to check the website periodically for such updates.

                

                

                You authorize:

                

                

                
                  
                    	

                          	•	
                            Citibank from time to time to investigate and verify any information contained in or obtained now or later in connection with this Account, to check your credit history and obtain consumer and/or credit reports in connection with any account or service for which you now or may
                                hereafter apply. If you ask, you will be told whether or not a consumer and/or credit report on you was requested and the name and address of
                                the agency that furnished the report. To facilitate your application for,
                                and when activated the maintenance of, accounts and services covered hereunder, you consent to Citibank’s exchange of your consumer and/or credit reports, this Application, any information about you,
                                your accounts or services, and any other document delivered now or later in connection herewith with its affiliates.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            Your employer, your bank, and any other references supplied on or in
                                connection with this Account now or later or which appear on your consumer or credit reports to release and/or verify information to Citibank.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            Citibank to share with credit bureaus, affiliates and other proper
                                persons information about your creditworthiness and how you handle your accounts and services.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            Citibank, with regard to the applied for accounts and services, as an
                                accommodation to you, to accept and act from time to time, in its sole discretion, upon instructions received by mail or messenger, or upon oral, telephonic or electronic instructions received from a person who identifies himself or herself to be you, your designated
                                representative or your authorized signer. You understand the risk and potential for misuse that exists in giving instructions in this manner.

                          


                  

                

                

                

                Subsequent Accounts, Credit and Services

                

                

                You authorize Citibank to accept instructions from you to open and close accounts and to request or terminate any account service
                    covered by this Agreement, without requiring further original signatures from you. Unless you have advised Citibank to the contrary, your delivery to Citibank of any such instructions shall be confirmation that there are no material adverse changes in the information you have given in the original Agreement.

              

              	
                       

                    


            

            
              8

              
                


            

          

          
            
              
                Account Types

                

                

                Joint Accounts with Rights of Survivorship

                

                

                All accounts for relationships established in more than one person’s name are joint accounts with right of survivorship. Each owner of a joint account has the individual authority to: give instructions of any kind; make deposits or withdrawals; receive payments, notices or demands; borrow money and grant security interests in your joint assets for obligations of anyone; appoint one or more attorneys-in-fact for the
                    accounts; sign any documents or agreements; and in all other ways act alone regarding your accounts, this Agreement and any related services. If we receive timely written notice from any joint account holder requesting that we not pay or deliver funds in a joint account, we may require the signature of all joint account holders for future payments or deliveries. For title
                    changes, we may require the signature of all joint account holders. You
                    agree that each joint account holder shall be individually and jointly responsible for any overdrafts, credit extensions, charges, fees or other debts related to joint assets, regardless of who incurred the debt or benefited from or participated in the action. We may set-off any joint account holder’s debt to an Affiliated Organization against your accounts, whether the debt was incurred individually or jointly. You agree that if a
                    joint account owner dies, his or her rights to the account pass to the surviving joint account holders, subject to applicable taxes and our receipt of acceptable documents. All the assets in a joint account may be deemed part of
                    the estate of the deceased joint account holder. For tax reporting purposes it is recommended that you consult your Tax Advisor.

                

                

                Trust/Fiduciary Accounts

                

                

                If this Agreement is entered into by a trustee or other fiduciary of the Accountholder, such trustee or fiduciary hereby represents and warrants that the services to be provided by Citibank to the Accountholder hereunder or hereafter are within the scope of the services and
                    investments authorized by the governing instruments of, and/or laws and regulations applicable to, the Accountholder, and that said trustee or fiduciary has the requisite authority under the governing instrument and/or applicable law to enter into this Agreement on behalf of the Accountholder to
                    compensate us in the manner described herein.

                

                

                Custodial (Uniform Transfers to Minors Act) Accounts

                

                

                For accounts opened under the Uniform Transfers to Minors Act (“UTMA”), you, the accountholder, are the UTMA Custodian. By opening this type of account, you agree that all assets belong to the minor
                    and that you will use them exclusively for the minor’s benefit.  Citibank accepts no responsibility to monitor distributions, payments, or applications of account assets and you agree to indemnify and hold Citibank harmless from
                    any loss or damage related to claims that any distributions, payments, or
                    applications of account assets were not made for the exclusive benefit of the minor.

              

              
                Entity Type Accounts

                

                

                If the Accountholder is a corporation, limited liability company, partnership or other entity type account, the signatory on behalf of the Accountholder represents that all necessary actions have
                    been taken, and approvals received, in accordance with the Accountholder’s charter, governing documents, statutes and applicable law to enter into and permit its obligations under this Agreement and that the Accountholder is in good standing in the jurisdiction in which it is organized. The
                    Accountholder hereby undertakes to advise Citibank of any event that might affect the Accountholder’s authority to participate in, or the propriety of, this
                    Agreement.

                

                

                Individual Retirement Arrangement Accounts (IRA)

                

                

                You certify that you are eligible to establish a traditional IRA, Roth IRA or SEP-IRA.

                

                

                You also hereby acknowledge that:

                

                

                
                  
                    	

                          	•	
                            You have received and read the Citibank Traditional IRA or Roth IRA Agreement and Disclosure Statement (“IRA Plan Document”). You accept the terms set
                                forth therein as supplemented by this Agreement and you appoint Citibank, N.A. to be custodian of your Citibank traditional IRA, Roth IRA or
                                SEP-IRA.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            This Agreement is subject to, and will be performed in accordance with, the provisions of the applicable IRA Plan Document. This Agreement, however, will be controlling if any of its terms are inconsistent with the applicable IRA Plan Document.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            If you invest in a mutual fund, you agree that such mutual fund or its affiliates may compensate Citibank, its subsidiaries or affiliate services. Further information is contained in the fund’s prospectus.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            Any election to have a contribution treated as a Rollover cannot be revoked.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            The contribution is made for the tax year indicated. If a tax year is not indicated, the contribution will be treated as a current year contribution.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            You understand that each Citibank affiliate shares information about its transactions and experiences with you.

                          


                  

                

                

                

                
                  
                    	

                          	•	
                            The general rules governing your Investment Options of the Traditional IRA Plan Documents contain an arbitration provision and that your Citibank
                                Traditional IRA, SEP-IRA or Roth IRA Account is governed by these terms.

                          


                  

                

                

                

                
                  	 	
                          Arbitration for Traditional IRA, SEP-IRA or Roth IRA Accounts:

                           

                            

                          You are aware that the Citibank Traditional IRA, SEP- IRA or Roth IRA Agreement and Disclosure Statement
                              contains a Pre-Disputed Arbitration clause on page 3 thereof. You acknowledge receipt of the Pre-Disputed Arbitration Clause and that your Citibank Traditional IRA, SEP-IRA or Roth IRA Account is governed by these terms.

                        	 


                

              

              

                	
                         

                      


                
                  9

                  
                    


                

                 
                  
                    By notifying us in writing that you have named or changed your beneficiary(ies), you cancel any earlier designation you may have
                        made with respect to the assets in your Citibank IRA.

                    

                    

                    
                      
                        	

                              	•	
                                If you do not name your spouse as beneficiary, there may be income
                                    tax implications for your estate or beneficiary.

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                If you do not name a beneficiary, the beneficiary will
                                    automatically be your estate.

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                If you designate more than one primary beneficiary, the proceeds
                                    will be distributed equally among them unless you indicate otherwise.

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                Any secondary beneficiary you name will receive proceeds only if all of your primary beneficiaries are deceased.

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                If you designate more than one secondary beneficiary, the proceeds
                                    will be shared equally among them unless you indicate the share percentage for each.

                              


                      

                    

                    

                    

                    Corporate Reorganization/Class Action Notices and Proxies

                    

                    

                    All corporate reorganization, class action and proxy materials related to securities held in an Account will be sent to you as
                        part of your regular Account correspondence, unless you designate another party to receive these materials. Please note that corporate reorganization
                        notices, class action notices and proxies can only be mailed to one party per account. If you have elected to have these materials mailed to a designated representative or if you have requested to have these materials mailed to you at an address other than your legal residence or principal
                        place of business, you agree to indemnify Citibank against all loss,
                        liability, costs, claims, damages, or expenses we may suffer resulting from complying with your request and will notify Citibank in
                        writing of changes to this request. Additionally, you agree that us
                        providing corporate reorganization notices, class action notices and proxies to your designated representative or to your mailing address is considered
                        received by you. You understand that you or your designated representative is expected to vote proxies in such a manner as you deem to be desirable and then forward the executed proxies to the issuing company. You relieve us of liability if corporate reorganization notices, class action notices and/or
                        proxies inadvertently do not reach you or your designated recipient. You further understand that due to the difficulty in obtaining proxies in regard to
                        any non-U.S. (i.e., foreign) securities, we will not provide you or your
                        designated recipient with such proxies, and you relieve us of all responsibility in connection therewith.

                    

                    

                    Dormant Accounts

                    

                    

                    Under abandoned property statutes, we must turn
                        over to the state assets in your Account if you have not done at least one of the following during a specified period of time:

                    

                    

                    
                      
                        	

                              	•	
                                A customer initiated transaction (i.e. deposit, withdrawal, trade)

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                Signed our active account confirmation form

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                Written to us concerning your Account

                              


                      

                    

                  

                  
                    
                      Please note that the period of inactivity for an account to be considered abandoned property differs by state. The laws of the
                          state of your last known address determine the inactivity period and the manner in which your funds are transferred to the state.

                      

                      

                      Termination of Preferred Custody Services Agreement

                      

                      

                      Either of us can terminate this Agreement at any time upon 30 day advance written notice to the other. Any termination of this Agreement will not, however, affect the liabilities or obligations of the parties incurred, or arising from transactions initiated, under this Agreement prior to such termination, which shall survive any
                          expiration or termination of this Agreement. In addition, we can terminate your Account if the total assets held in the Account fall below the
                          Preferred Custody Services Account Minimum, as established by us from time to time.

                      

                      

                      Upon the termination of this Agreement, we shall have the right to complete any transactions open as of the termination date
                          and to retain amounts in each Account sufficient to effect such completion. Upon notification of the termination of this Agreement, you must give us written instructions, including the name and the delivery instructions for
                          another custodian for all the cash and assets within 30 days of such termination; provided that, if your written instructions raise any legal risks to us (such as a possible violation of applicable money-laundering laws), we may
                          refuse to dispose of or transfer any assets held in each such Account.

                      

                      

                      Governing Law and Submission to Jurisdiction

                      

                      

                      The Booking Center for each Account shall be New York, New York, U.S.A. for accounts booked in Citibank, N.A. For accounts booked in Citibank, N.A., the principal Service Location is New York, New York. This is the location where Citibank will receive and disburse funds
                          and maintain primary accounting records with respect to each Account. It is also the principal location of the Custodian where the administration will
                          take place. The assets held in each Account will generally be held by Citibank in New York, unless your Account includes investments outside the United States,
                          in which case Account assets may be held in custody in the country where the principal trading market for such investment is located. All investments held in custody are subject to the laws, regulations and usages of the place where kept.

                      

                      

                      An Account will be subject to supervision by the regulatory authorities in each jurisdiction where these services are performed
                          as well as in the United States.

                      

                      

                      You agree that this Agreement will be governed by, and construed in accordance with, the laws of the State
                          of New York, without reference to a choice of law doctrine.

                      

                      

                      For any dispute related to this Agreement, you (i) irrevocably submit to the
                          jurisdiction of the courts of New York, New York, U.S.A., provided that at our sole discretion this jurisdiction shall not be exclusive; (ii) waive any defense of inconvenient forum; (iii) agree that any final judgment will stand
                          and be enforceable in other jurisdictions by suit or as provided by law and will be binding on you, your heirs, executors, legal representatives, successors and assigns; (iv) agree that any summons, process or other legal document in connection with any such dispute may be served on you or your personal representatives by serving it personally or by
                          sending it by pre-paid, registered post or other substantially similar method to you at the address specified by you in this Agreement; and (v) waive any right to a jury trial in any such dispute.

                    

                  

                  	
                           

                        


                

              

              
                10

                
                  


              

              
                
                  Citibank Obligations in Respect of an Account

                  

                  

                  Citibank’s obligations under this Agreement and in respect to an Account will be a general unsecured obligation of Citibank, and
                      information with respect to the assets held in an Account will be available to you only through Citibank. You will not have access to any information regarding any Account or any assets held in an Account directly from any
                      subcustodian that may be appointed by Citibank, nor will a subcustodian accept any instructions directly from you in respect of the assets in an Account.

                  

                  

                  All communications to you regarding an Account will come through Citibank, which entered into the Agreement with you, and all
                      instructions and other communications from you regarding an Account (including requests to add to or withdraw assets from an Account, instructions to
                      transfer or close an Account and questions or concerns you may have regarding an Account) must be made through Citibank.

                  

                  

                  Performance by Citibank and the Custodian of the obligations under this Agreement and with respect to an Account are subject to the
                      laws of the jurisdiction of Citibank, which has entered into this Agreement with you (including any governmental acts, orders, decrees or regulations applicable to such legal vehicle). Citibank shall not be liable for the unavailability of the funds credited to an Account or otherwise payable to you due to
                      restrictions on convertibility or transferability, requisitions,
                      involuntary transfers, laws, acts of God, fires, war, civil strife, terrorist acts, strikes, power failures, errors/failures/malfunctions of equipment, hardware, software, telecommunications or
                      intermediary/recipient banks, from government restrictions or actions,
                      exchange or market  rulings or suspension  of trading or similar events beyond the control of Citibank, in which circumstances no other branch, office, subsidiary or affiliate of Citibank will be responsible therefore.

                  

                  

                  You agree that neither Citibank nor any other Citigroup affiliate, nor their directors, officers, employees or agents will be responsible or liable for any costs, losses, damages or expenses resulting, directly or indirectly, from laws, acts of God, fires, war, civil strife, terrorist acts, strikes, power failures, errors/failures/malfunctions of equipment, hardware, software, telecommunications or intermediary/recipient banks, from
                      government restrictions or actions, exchange or market rulings or suspension of trading or similar events beyond the control of Citibank, in which
                      circumstances no other branch, office, subsidiary or affiliate of Citibank will be responsible therefore.

                

                
                  Limitation of Liability

                  

                  

                  Citibank’s liability to you for any loss or damage arising from or relating to this Agreement, regardless of the form of action, shall be limited to direct damages attributable to Citibank’s own gross negligence, fraud or willful misconduct. In no event shall Citibank be liable for any punitive, indirect, consequential or special damages or lost profits, even if Citibank has been advised in advance of the possibility of such damages.

                  

                  

                  Severability

                  

                  

                  If any provision of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions, or of such
                      provision in any other jurisdiction, shall not in any way be affected or impaired. This Agreement shall be binding on you, your heirs, executors, legal representatives, successors and assigns.

                  

                  

                  Amendments

                  

                  

                  We reserve the right to change the terms and conditions contained in the Agreement, which may include adding to them or deleting certain provisions entirely or partially, without prior notice to
                      you. Citibank will give you notice of any amendment for which your consent is required and any amendment required by law. In addition, we will revise the Agreement from time to time to reflect these changes. Copies of the current Agreement will be available from your Preferred Custody Services Representative. We suggest that you keep any notification of changes to the Agreement
                      along with the rest of your Preferred Custody Services account information. When we notify you of any changes, we may mail or deliver a notice, a
                      statement message, or an electronic message to you at the last address we have on file for you. The Agreement supersedes all previous agreements and
                      understandings between you and us with respect to the subject matter hereof.

                  

                  

                  Electronic Delivery

                  

                  

                  Notices, Disclosures, etc.

                  

                  

                  From time to time, we may agree to electronic
                      delivery of notices, disclosures and regulatory information in connection with this Agreement. Such information includes notices and disclosures covered by laws that require delivery to be “in writing,” such as Account statements and other documents you have chosen to receive, including confirmations
                      and proxies. To the extent we agree to electronic delivery in connection with this Agreement, the following terms and conditions shall apply:

                  

                  

                  
                    
                      	

                            	•	
                              Delivery may be either by secure (i.e., encrypted) or public (i.e., unencrypted) e-mail, or by posting such notices and disclosures on a web site.
                                  We will not send any notices or disclosures containing confidential information to you by public e-mail or post any such notices or disclosures on a public web site.

                            


                    

                  

                

                	
                         

                      


                
                  11

                  
                    


                

                
                  
                    
                      
                        
                          
                            	

                                  	•	
                                    E-mail will be sent to the e-mail address provided by you to us from time to time, and you hereby waive all claims resulting from failure to receive communications because of changes in your e-mail address.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    All notices sent to you by public e-mail shall be effective when sent to your e-mail address; all notices posted to a web site shall be
                                        effective upon delivery to you of a notice (sent by public e-mail to your e-mail address) directing you to the relevant web site. If an electronic notice sent via public e-mail is returned to us undelivered, we will
                                        attempt redelivery, at our option, either by telecopier or to a postal address based on your contact information in our files;
                                        redelivered notices shall be effective upon delivery or when delivery is refused if sent to a postal address or upon receipt of confirmation of delivery by telecopier.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    If we post notices or disclosures on a secure web site, we will provide you with a User ID and a means of authenticating your identity (which
                                        may be a password, digital certificate, “smart card” or other identifier) (a User ID, together with any other identity authentication information, is referred to as “User Information”) so that you can access the web
                                        site. You agree to comply with all security procedures that we may require to safeguard your User Information. In addition, you agree to take all reasonable precautions to keep your User Information confidential and
                                        to prevent unauthorized use. You also agree to notify us immediately in the event of the loss or theft of your User Information or if you believe the confidentiality of your User Information has been compromised in
                                        any way. We will not be responsible for any breach of security caused by your failure to maintain the confidentiality of your User
                                        Information.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    You may request a paper copy, at no charge, of any notice, disclosure or other information delivered to you electronically at any time by contacting your private banker or other
                                        Citigroup representative, and you may withdraw your consent to receive notices and disclosures electronically at any time by contacting your private banker or other Citigroup representative.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    We will notify you from time to time of any hardware or software requirements to receive, access, retain and print notices delivered to you electronically. At a minimum, you will need a
                                        computer equipped with Windows 98 (or a higher version of Windows) and either a printer, drive or other storage device.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    You may be asked, from time to time, to demonstrate that you
                                        can receive disclosures and regulatory materials electronically (e.g., by responding to an electronic request for such confirmation).

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    You acknowledge and agree that in the course of delivering notices and disclosures to you electronically, we may transfer information about you, an Account and your relationship with us crossborder. You therefore hereby release us from any duty we might otherwise have to observe the banking secrecy laws of any relevant jurisdiction.

                                  


                          

                        

                      

                      
                        
                          	 	
                                  •

                                	
                                  
                                    Citibank may, from time to time, fax you information on products and/or services that are available to clients of
                                        Citi Private Bank using any fax numbers provided in this Agreement, provided by you during the course of your relationship with Citibank and/or
                                        provided in a directory, advertisement or site on the Internet to which you voluntarily agreed to make available your fax number for public
                                        distribution.

                                  

                                


                        

                        

                        

                        Account Data

                        

                        

                        From time to time, we may agree to electronic
                            delivery of account data in connection with this Agreement. Such information includes transferring data related to your Account(s) and holdings in
                            such Account(s) to you or your designated recipient, solely as convenience to you and upon your written authorization in an electronic format (the “Data Transfer”). To the extent we agree to the Data Transfer in connection with this Agreement, the following terms and conditions shall apply:

                        

                        

                        
                          
                            	

                                  	•	
                                    The Data Transfer will be provided by Citibank and any of its affiliates authorized to do business in the country (including state, province
                                        or other jurisdiction) where Citibank deems the Data Transfer to be accessed by you or your designated recipient. The Data Transfer is
                                        not intended to be provided to and may not be used by any party in any jurisdiction where the provision or use thereof would be contrary to applicable law, rules or regulations.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    You may separately designate in writing to Citibank a third party processor (“Data Processor”) to directly receive or access the Data Transfer on your behalf. In such case,
                                        you represent and warrant that the Data Transfer is being processed by your Data Processor on your behalf pursuant to a written agreement between you and your Data Processor. You further agree that, other than transmitting the Data Transfer in accordance with this
                                        section of this Agreement, Citibank shall have no obligations with respect to your Data Processor or your Data Processor’s handling of
                                        the Data Transfer, or the data therein. You assume full responsibility to ensure that your Data Processor’s use of the Data Transfer is
                                        limited solely to the purpose for which your Data Processor is retained by you, and that your Data Processor takes all necessary steps to maintain the confidentiality of the data contained in the Data Transfer.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    In addition, you acknowledge and agree that you will require your Data Processor to maintain effective information security measures to
                                        protect the data contained in the Data Transfer from unauthorized disclosure or use. In the event of a security breach under your or your Data Processor’s control involving data contained in the Data Transfer of
                                        which you become aware, you agree to, as soon as practical, alert Citibank of the security breach and to provide reasonable assistance to Citibank to obtain information pertaining thereto. You agree and acknowledges
                                        that you shall be responsible for sending any security breach notices to any impacted parties (including for example, to your employees,
                                        if applicable) as a result of a security breach under your or your Data Processor’s control involving the data contained in the Data Transfer.

                                  


                          

                        

                      

                      	
                               

                            


                    

                     

                  

                

                
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                                  	•	
                                    Any data transfer is provided by citibank “as is”, and neither citibank nor any third party that contributes in any manner to the data
                                        transfer makes any representation or warranty whatsoever, including warranties (i) with respect to the accuracy, completeness or timeliness of the data transfer; or (ii) that the data transfer shall be uninterrupted or error free. Further, citibank and any third party that contributes in any manner to the data transfer disclaim any express or implied warranties, including implied warranties of title, non-infringement, merchantability or fitness for a particular purpose relating to the data transfer.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    To the fullest extent permitted by applicable law, in no event shall citibank or its affiliates, subsidiaries or controlling entities or as may be applicable their third party vendors,
                                        contractors or technology or content providers or their respective officers, directors, owners, agents and employees have any liability for any loss, cost, expense or damage arising from or relating to (i) the data transfer
                                        regardless of the form of action, (ii) any punitive, indirect,
                                        consequential or special damages or lost profits, even if citibank has been advised of the possibility of such damages, (iii) the acts or omissions of a third party servicer or vendor used by citibank or you, including your data processor, or any loss, cost, damage or expense incurred by any person or entity in connection therewith, or (iv) any loss, cost, expense, or damage to you, your data processor or any third party in connection with the data transfer. Citibank will not be responsible for determining the compatibility of any computer system, software or other method used by you or your
                                        data processor to receive the data transfer.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    You agree to indemnify and hold citibank harmless from and against any and all claims, loss or damage of any nature whatsoever (including but not limited to reasonable attorneys’ fees and court costs) arising directly or indirectly from the data transfer; provided, however, that you shall not be obligated to indemnify citibank for claims,
                                        loss or damage attributable to citibank’s gross negligence or willful misconduct in connection with the data transfer. This indemnity
                                        will survive the termination of this agreement.

                                  


                          

                        

                        

                        

                        
                          
                            	

                                  	•	
                                    You acknowledge that any Data Transfer once initiated shall remain in place until you have provided written notice to Citibank to the contrary
                                        and Citibank shall have had a reasonable time to act upon such notice in order to ensure proper termination of the Data Transfer.

                                  


                          

                        

                      

                      
                        Other Activities of Citibank and Citigroup Affiliates

                        

                        

                        By reason of the commercial and investment banking or other activities of Citibank and other Citigroup affiliates, we may from time to time acquire confidential information and information about corporations or other entities and their securities. We will not divulge such information to you, nor will we act upon such information with respect to our activities or the activities of such
                            corporations or other entities, including with respect to this Agreement.

                        

                        

                        You acknowledge that Citibank, the Custodian and other Citigroup affiliates may perform, among other things, investment
                            banking, research, brokerage, investment advisory and custodial services for other clients. You also acknowledge and agree that Citibank and the Custodian may take action in the performance of their duties to such clients (including clients who may also have Accounts similar to those available
                            hereunder or hereafter) which may differ from actions taken, or in the timing and nature of actions taken, with respect to you and an Account.
                            Nothing in this Agreement shall be deemed to impose on Citibank, the Custodian or other Citigroup affiliates any obligation to recommend any investment advisor or to purchase or sell, or recommend for purchase or sale, for you or for an Account, any securities or other investments which
                            Citibank or other Citigroup affiliates may recommend, purchase or sell, or recommend for purchase or sale, for its own account or for the account of
                            any other client. Furthermore, nothing in this Agreement shall be deemed to impose upon Citibank, the Custodian or other Citigroup affiliates any
                            obligation to give you the same actions as may be given to any other clients. Citibank, the Custodian and other Citigroup affiliates may compensate
                            affiliated companies and/or their representatives for providing services to you.

                        

                        

                        In addition, Citibank may receive fees for services with respect to assets invested in investment funds.

                      

                      	
                               

                            


                    

                  

                

                
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                    Investment Risks

                    

                    

                    General

                    

                    

                    Investment products (securities, fund shares and other non- depository investments)
                        purchased or held in this Account are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, are not a deposit or other obligation of Citibank or any other Citigroup affiliate and are not
                        guaranteed by Citibank or any other Citigroup affiliate and are subject to investment risks, including the possible loss of the principal amount invested. The following paragraphs describe some of the major risks associated with
                        investments purchased or held in the Preferred Custody Services Account.

                    

                    

                    Investing in securities and other financial instruments





                        involves risks that may affect the value of the securities held in an Account and result in losses to you, including the potential loss of the principal amount invested. Potential risks include, among others, losses caused by
                        adverse market conditions, market volatility, limited liquidity and other market action. You agree that we will not be responsible for losses in value
                        in an Account, or for acting or failing to act with respect to an Account,
                        so long as we act in good faith.

                    

                    

                    If a portfolio includes investments denominated in currencies other than your reference currency, you understand and acknowledge that such investments involve added risks, including losses caused
                        by fl uctuations in foreign exchange rates, devaluation of non- reference currencies or actions by a government or any other party which make it
                        difficult or impossible to convert a non-reference currency to your reference currency or to return funds to Citibank.

                    

                    

                    The following is a general description of some of the major risks associated with cash and short-term investments.

                    

                    

                    Cash and Short-Term
                        Investments

                    

                    

                    If you choose the Citibank Market Deposit Account (“MDA”) or a non-interest-bearing United States Dollar (“USD”) deposit (“NIBD”) as the vehicle in which to invest your cash and short- term investments, you should be aware of the limitations of FDIC insurance. The MDA and the NIBD are FDIC insured deposit accounts of Citibank, N.A. and are insured by the
                        FDIC up to the maximum allowable by the FDIC. Any other deposits, including checking accounts, savings accounts or certificates of deposit (“CDs”) you maintain with Citibank, N.A. in the same capacity, directly or through an intermediary such as a brokerage account, will be
                        aggregated with your MDA and/or NIBD balances for purposes of determining the applicable FDIC insurance limit. This insurance limit is in addition to the $250,000
                        FDIC insurance limit on eligible retirement accounts. For FDIC insurance purposes, retirement accounts are defined as traditional IRAs (Individual Retirement Accounts), Roth IRAs, self-directed Keogh accounts, “457   Plan”   accounts   for   state   government  employees,   and

                  

                  
                    employer sponsored “defined contribution plan” accounts that are self-directed, which are primarily 401(k) accounts. In general, self- directed means that the consumer chooses how and where
                        the money is deposited. If Citibank, N.A. fails, the aggregated deposit accounts you maintain are insured, up to the applicable limits, for principal and interest accrued to the day Citibank, N.A. is closed.

                    

                    

                    It is your responsibility to monitor the total amount of deposits that you maintain with Citibank, N.A. and to
                        determine the extent of FDIC insurance coverage available to you. We shall have no responsibility to monitor your deposits.

                    

                    

                    Investments in a money market mutual fund is NOT FDIC insured. A money market mutual fund seeks income by investing in short- term debt securities. Although a money market mutual fund seeks to
                        preserve the value of your investment at $1 per share, it is possible to lose money with respect to an investment in a money market mutual fund, or the fund could underperform other short- term debt instruments or money market mutual funds if:

                    

                    

                    
                      
                        	

                              	•	
                                Interest rates rise sharply.

                              


                      

                    

                    

                    

                    
                      
                        	

                              	•	
                                An issuer or guarantor of the fund’s securities defaults or the security’s credit rating is downgraded.

                              


                      

                    

                  

                  	
                           

                        


                

                
                  

                  

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