Exhibit 10.3

Execution copy

CUSTODIAN AGREEMENT

     This Agreement, dated as of August 10, 2010, is by and between each of the entities set forth on Appendix A hereto (each such entity and each entity made subject to this Agreement in accordance with Section 19.5 below, a “Trust”; collectively, the “Trusts”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

     WHEREAS, each Trust is authorized to issue common units of beneficial interest (“Shares”);

     WHEREAS, each Trust will issue and redeem Shares only in aggregations of Shares known as “Baskets” in exchange for a specified cash payment, as more fully described in the currently effective prospectus and statement of additional information of the Trust (collectively, the “Prospectus”);

     WHEREAS, Factor Capital Management, LLC, serves as the managing owner and commodity pool operator of each Trust (the “Managing Owner”);

     WHEREAS, each Trust has selected and desires to retain the Custodian to act as custodian of Trust assets, and the Custodian is willing to provide such services to each of the Trusts upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

	Section 1. 	Employment of Custodian and Property to be Held by It
	 	 
	 	Each Trust hereby employs the Custodian as the custodian
      of its assets, including securities which such Trust desires to be held
      in places within the United States, including securities issued by the United
      States (“domestic securities”) and securities it
      desires to be held outside the United States (“foreign securities”).
      The Custodian shall not be responsible for any property of a Trust which
      is not received by it or which is delivered out in accordance with Proper
      Instructions (as such term is defined in Section 6 hereof) including, without
      limitation, Trust property (i) held by brokers, private bankers or other
      entities on behalf of the Trust, (ii) held by Special Sub-Custodians (as
      such term is defined in Section 4 hereof), (iii) held by entities which
      have advanced monies to or on behalf of the Trust and which have received
      Trust property as security for such advance(s), or (iv) delivered or otherwise
      removed from the custody of the Custodian pursuant to Special Instructions
      (as such term is defined in Section 6 hereof). With respect to uncertificated
      shares of or other interests (“Underlying Shares”)
      in collective investment vehicles including, inter alia, registered
      investment companies (“Underlying Funds”), the holding
      of confirmation statements which identify such Underlying Shares as being
      recorded in the Custodian’s name (or in the name of a nominee of the
      Custodian) for the benefit of the Trust, shall be deemed custody for purposes
      of this Agreement.













	 	Upon receipt of Proper Instructions, the Custodian shall
      from time to time employ one or more sub-custodians located in the United
      States, provided that the Custodian shall have no more or less responsibility
      or liability to any Trust on account of any actions or omissions of any
      sub-custodian so employed than any such sub-custodian has to the Custodian.
      The Custodian may employ as sub-custodians for each Trust’s securities
      and other assets the foreign banking institutions and foreign securities
      depositories designated in Schedule A hereto (as amended by the Custodian
      from time to time by its delivery to the Trusts of an updated Schedule A).

	 	 
	Section 2.	Duties of the Custodian with Respect to Property of
      the Trusts to be Held in the United States




	2.1      	 Holding Securities. The Custodian shall hold
        and segregate for the account of each Trust all non-cash property, to
        be held by it in the United States, including all domestic securities
        owned by such Trust, other than (a) securities which are maintained pursuant
        to Section 2.9 in a clearing agency which acts as a securities depository
        or in a book-entry system authorized by the U.S. Department of the Treasury
        and certain federal agencies (each, a “U.S. Securities System”)
        and (b) Underlying Shares owned by each Trust which are maintained pursuant
        to Section 2.11 hereof in an account with State Street Bank and Trust
        Company or such other entity which may from time to time act as a transfer
        agent, registrar, corporate secretary, general partner or other relevant
        third party for the Underlying Funds and with respect to which the Custodian
        is provided with Proper Instructions (the “Underlying Transfer
        Agent”).

	 	 
	2.2      	 Delivery of Securities. The Custodian shall release
        and deliver domestic securities owned by a Trust held by the Custodian,
        in a U.S. Securities System account of the Custodian or in an account
        at the Underlying Transfer Agent, only upon receipt of Proper Instructions,
        which may be continuing instructions when deemed appropriate by the parties,
        and only in the following cases:



	 	 	 
	   	1)      	 Upon sale of such securities for the account of the
        Trust and receipt of payment therefor;

	 	 	 
	 	2)      	 Upon the receipt of payment in connection with any repurchase
        agreement related to such securities entered into by the Trust;

	 	 	 
	 	3)      	 In the case of a sale effected through a U.S. Securities
        System, in accordance with the provisions of Section 2.9 hereof;

	 	 	 
	 	4)      	 To the depository agent in connection with tender or
        other similar offers for portfolio securities of the Trust;



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	   	5)      	
      To the issuer thereof or its agent when such securities
        are called, redeemed, retired or otherwise become payable; provided that,
        in any such case, the cash or other consideration is to be delivered to
        the Custodian;

    
	 	 	 
	 	6)      	
      To the issuer thereof, or its agent, for transfer into
        the name of the Trust or into the name of any nominee or nominees of the
        Custodian or into the name or nominee name of any agent appointed pursuant
        to Section 2.8 or into the name or nominee name of any sub-custodian appointed
        pursuant to Section 1; or for exchange for a different number of bonds,
        certificates or other evidence representing the same aggregate face amount
        or number of units; provided, that, in any such case, the new securities
        are to be delivered to the Custodian;

    
	 	 	 
	 	7)      	
      Upon the sale of such securities for the account of
        the Trust, to the broker or its clearing agent, against a receipt, for
        examination in accordance with “street delivery” custom; provided
        that in any such case, the Custodian shall have no responsibility or liability
        for any loss arising from the delivery of such securities prior to receiving
        payment for such securities except as may arise from the Custodian's own
        gross negligence or willful misconduct;

    
	 	 	 
	 	8)      	
      For exchange or conversion pursuant to any plan of merger,
        consolidation, recapitalization, reorganization or readjustment of the
        securities of the issuer of such securities, or pursuant to provisions
        for conversion contained in such securities, or pursuant to any deposit
        agreement; provided that, in any such case, the new securities and cash,
        if any, are to be delivered to the Custodian;

    
	 	 	 
	 	9)      	
      In the case of warrants, rights or similar securities,
        the surrender thereof in the exercise of such warrants, rights or similar
        securities or the surrender of interim receipts or temporary securities
        for definitive securities; provided that, in any such case, the new securities
        and cash, if any, are to be delivered to the Custodian;

    
	 	 	 
	 	10)      	
      For delivery in connection with any loans of securities
        made by the Trust, (a) against receipt of collateral as agreed upon from
        time to time by the Trust, except that in connection with any loans for
        which collateral is to be credited to the Custodian's account in the book-entry
        system authorized by the U.S. Department of the Treasury, the Custodian
        will not be held liable or responsible for the delivery of securities
        owned by the Trust prior to the receipt of such collateral or (b) to the
        lending agent, or the lending agent’s custodian, in accordance with
        Proper Instructions (which may not provide for the receipt by the Custodian
        of collateral therefor) agreed upon from time to time by the Custodian
        and the Trust;

    
	 	 	 
	 	11)      	
      For delivery as security in connection with any borrowing
        by the Trust requiring a pledge of assets by the Trust;

    


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	 	12)      	
      For delivery in accordance with the provisions of any
        agreement among the Trust, the Custodian and a broker-dealer which is
        a member of The Financial Regulatory Authority (“FINRA”),
        relating to compliance with the rules of The Options Clearing Corporation
        and of any registered national securities exchange, or of any similar
        organization or organizations, regarding escrow or other arrangements
        in connection with transactions by the Trust;

	 	 	 
	 	13)      	
      For delivery in accordance with the provisions of any
        agreement among the Trust, the Custodian, and a Futures Commission Merchant
        registered under the Commodity Exchange Act, relating to compliance with
        the rules of the Commodity Futures Trading Commission (“CFTC”)
        and/or any contract market, or any similar organization or organizations,
        regarding account deposits in connection with transactions by the Trust;

	 	 	 
	 	14)      	
      Upon the sale or other delivery of such investments
        (including, without limitation, to one or more (a) Special Sub-Custodians
        or (b) additional custodians appointed by the Trust, and communicated
        to the Custodian from time to time via a writing duly executed by an authorized
        officer of the Trust, for the purpose of engaging in repurchase agreement
        transaction(s), each a “Repo Custodian”), and
        prior to receipt of payment therefor, if any, as set forth in written
        Proper Instructions (such delivery in advance of payment, along with payment
        in advance of delivery made in accordance with Section 2.7(7), as applicable,
        shall each be referred to herein as a “Free Trade”),
        provided that such Proper Instructions shall set forth (a) the securities
        of the Trust to be delivered and (b) the person(s) to whom delivery of
        such securities shall be made;

	 	 	 
	 	15)      	
      Upon receipt of instructions from the transfer agent
        or registrar of the Trust, if any (“Transfer Agent”),
        or from the Trust, if there is no such Transfer Agent, for delivery to
        such Transfer Agent or to holders of Shares in connection with distributions
        in kind, in satisfaction of requests by holders of Shares for withdrawal
        of their Shares;

	 	 	 
	 	16) 	In the case of a sale processed through the Underlying Transfer Agent
      of Underlying Shares, in accordance with Section 2.11 hereof;
	 	 	 
	 	17)  	For delivery as initial or variation margin in connection with futures
      or options on futures contracts entered into by the Trust; and
	 	 	 
	       	18)  	
For any other purpose, but only upon receipt of Proper Instructions specifying
      (a) the securities to be delivered and (b) the person(s) to whom delivery
      of such securities shall be made.

	 	 
	2.3	
Registration of Securities. Domestic
      securities held by the Custodian (other than bearer securities) shall be
      registered in the name of the Trust or in the name of any nominee of



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	 	such Trust or of any nominee of the Custodian which nominee shall be assigned
      exclusively to the Trust, unless such Trust has authorized in writing the
      appointment of a nominee to be used in common with other investment companies
      or funds having the same investment adviser as the Trust, or in the name
      or nominee name of any agent appointed pursuant to Section 2.8 or in the
      name or nominee name of any sub-custodian appointed pursuant to Section
      1. All securities accepted by the Custodian on behalf of a Trust under the
      terms of this Agreement shall be in “street name” or other good
      delivery form. If, however, a Trust directs the Custodian to maintain securities
      in “street name”, the Custodian shall utilize its best efforts
      only to timely collect income due the Trust on such securities and to notify
      the Trust on a best efforts basis only of relevant corporate actions including,
      without limitation, pendency of calls, maturities, tender or exchange offers.

	 	 
	2.4      	 Bank Accounts. The Custodian shall
        open and maintain a separate bank account or accounts in the United States
        in the name of each Trust, subject only to draft or order by the Custodian
        acting pursuant to the terms of this Agreement, and shall hold in such
        account or accounts, subject to the provisions hereof, all cash received
        by it from or for the account of the Trust. Funds held by the Custodian
        for a Trust may be deposited by it to its credit as Custodian in the banking
        department of the Custodian or in such other banks or trust companies
        as it may in its discretion deem necessary or desirable. Such funds shall
        be deposited by the Custodian in its capacity as Custodian and shall be
        withdrawable by the Custodian only in that capacity.

	 	 
	2.5      	 Determination of Fund Deposit, etc. Subject
        to and in accordance with the directions of the Managing Owner, the Custodian
        shall determine for each Trust after the end of each trading day on the
        New York Stock Exchange (the “NYSE”), in accordance
        with the respective Trust’s policies as adopted from time to time
        by the Board and in accordance with the procedures set forth in the Prospectus,
        (i) the value of the subscription Basket, and (iii) the amount of cash
        redemption proceeds required for the issuance or redemption, as the case
        may be, of shares in Basket aggregations of such Trust on such date. The
        Custodian shall provide or cause to be provided this information to the
        Trust’s distributor and other persons according to the policy established
        by the Board and shall disseminate such information on each day that the
        NYSE is open, including through the facilities of the National Securities
        Clearing Corporation, prior to the opening of trading on the NYSE.

	 	 
	2.6      	 Collection of Income. Except with respect to
        Trust property released and delivered pursuant to Section 2.2(14) or purchased
        pursuant to Section 2.7(7), and subject to the provisions of Section 2.3,
        the Custodian shall collect on a timely basis all income and other payments
        with respect to registered domestic securities held hereunder to which
        each Trust shall be entitled either by law or pursuant to custom in the
        securities business, and shall collect on a timely basis all income and
        other payments with respect to bearer domestic securities if, on the date
        of payment by the issuer, such securities are held by the Custodian or
        its agent thereof and shall credit such income, as collected, to such
        Trust’s custodian account. Without limiting the generality of the
        foregoing, the



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	 	Custodian shall detach and present for payment
      all coupons and other income items requiring presentation as and when they
      become due and shall collect interest when due on securities held hereunder.
      Income due each Trust on domestic securities loaned pursuant to the provisions
      of Section 2.2(10) shall be the responsibility of the applicable Trust.
      The Custodian will have no duty or responsibility in connection therewith,
      other than to provide the Trust with such information or data as may be
      necessary to assist the Trust in arranging for the timely delivery to the
      Custodian of the income to which the Trust is properly entitled.

	 	 
	2.7    	
      Payment of Trust Monies. Upon receipt of
      Proper Instructions, which may be continuing instructions when deemed appropriate
      by the parties, the Custodian shall pay out monies of a Trust in the following
      cases only:

    
	 	 	 
	 	1)	Upon the purchase of domestic securities, options, futures
      contracts or options on futures contracts for the account of the Trust but
      only (a) against the delivery of such securities, or evidence of title to
      such options, futures contracts or options on futures contracts, to the
      Custodian (or any bank, banking firm or trust company doing business in
      the United States or abroad as a custodian and has been designated by the
      Custodian as its agent for this purpose) registered in the name of the Trust
      or in the name of a nominee of the Custodian referred to in Section 2.3
      hereof or in proper form for transfer; (b) in the case of a purchase effected
      through a U.S. Securities System, in accordance with the conditions set
      forth in Section 2.9 hereof; (c) in the case of a purchase of Underlying
      Shares, in accordance with the conditions set forth in Section 2.11 hereof;
      or (d) in the case of repurchase agreements entered into between the applicable
      Trust and the Custodian, or another bank, or a broker-dealer which is a
      member of FINRA, (i) against delivery of the securities either in certificated
      form or through an entry crediting the Custodian’s account at the Federal
      Reserve Bank with such securities or (ii) against delivery of the receipt
      evidencing purchase by the Trust of securities owned by the Custodian along
      with written evidence of the agreement by the Custodian to repurchase such
      securities from the Trust; or (e) for transfer to a time deposit account
      of the Trust in any bank, whether domestic or foreign or any savings and
      loan; such transfer may be effected prior to receipt of a confirmation from
      a broker and/or the applicable bank or savings and loan pursuant to Proper
      Instructions from the Trust as defined in Section 6 herein;

	 	 	 
	 	2)  	In connection with conversion, exchange or surrender of securities
      owned by the Trust as set forth in Section 2.2 hereof;
	 	 	 
	 	3)   	For the redemption of Shares issued as set forth in Section
      5 hereof;
	 	 	 
	 	4)   	For the payment of any expense or liability incurred by the
      Trust, including but not limited to the following payments for the account
      of the Trust: interest, taxes, management, accounting, Transfer Agent and
      legal fees, and





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	 	 	operating expenses of the Trust whether or not such expenses
      are to be in whole or part capitalized or treated as deferred expenses;
	 	 	 
	 	5)	For the payment of any distributions by the Trust;
	 
	 	6)	For payment of the amount of dividends received in respect
      of securities sold short;
	 
	 	7)	
Upon the purchase of domestic investments including, without
      limitation, repurchase agreement transactions involving delivery of Trust
      monies to Repo Custodian(s), and prior to receipt of such investments, if
      any, as set forth in written Proper Instructions (such payment in advance
      of delivery, along with delivery in advance of payment made in accordance
      with Section 2.2(14), as applicable, shall each be referred to herein as
      a “Free Trade”), provided that such Proper Instructions
      shall also set forth (a) the amount of such payment and (b) the person(s)
      to whom such payment is made;

	 	
       

	 	8)	
For delivery as initial or variation margin in connection with
      futures or options on futures contracts entered into by the Trust;

	 	 	 
	 	9)	
For delivery in accordance with the provisions of any agreement
      among the Trust, the Custodian and a broker-dealer which is a member of
      FINRA, relating to compliance with the margin regulations of the Board of
      Governors of the Federal Reserve System, the rules of The Options Clearing
      Corporation and of any registered national securities exchange, or of any
      similar organization or organizations, regarding escrow, margin, or other
      arrangements in connection with transactions by the Trust; and

	 	
       

	 	10)	
For any other purpose, but only upon receipt of Proper Instructions
      specifying (a) the amount of such payment and (b) the person(s) to whom
      such payment is to be made.

	 	
        

	2.8     	
Appointment of Agents. The Custodian may at any time
      or times in its discretion appoint (and may at any time remove) any other
      bank or trust company to act as a custodian, as its agent to carry out such
      of the provisions of this Section 2 as the Custodian may from time to time
      direct; provided, however, that the appointment of any agent shall not relieve
      the Custodian of its responsibilities or liabilities hereunder. The Underlying
      Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian
      for purposes of this Section 2.8 or any other provision of this Agreement.

	 	 
	2.9    	
Deposit of Trust Assets in U.S. Securities Systems. The
      Custodian may deposit and/or maintain domestic securities owned by a Trust
      in a U.S. Securities System in accordance with applicable Federal Reserve
      Board and Securities and Exchange Commission rules and regulations, if any,
      and to the extent applicable hereto.





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	2.10      	 Segregated Account. The
        Custodian shall upon receipt of Proper Instructions establish and maintain
        a segregated account or accounts for and on behalf of each applicable
        Trust, into which account or accounts may be transferred cash and/or securities,
        including securities maintained in an account by the Custodian pursuant
        to Section 2.9 hereof, (a) in accordance with the provisions of any agreement
        among such Trust, the Custodian and a broker-dealer which is a member
        of FINRA (or any Futures Commission Merchant registered under the Commodity
        Exchange Act), relating to compliance with the rules of The Options Clearing
        Corporation and of any registered national securities exchange (or the
        CFTC or any registered contract market), or of any similar organization
        or organizations, regarding escrow or other arrangements in connection
        with transactions by the Trust, (b) for purposes of segregating cash or
        government securities in connection with options purchased, sold or written
        by the Trust or commodity futures contracts or options thereon purchased
        or sold by the Trust, and (c) for any other purpose in accordance with
        Proper Instructions.

	 	 
	2.11      	 Deposit of Underlying Shares
        with the Underlying Transfer Agent. Underlying Shares beneficially
        owned by a Trust shall be deposited and/or maintained in an account or
        accounts maintained with an Underlying Transfer Agent and the Custodian’s
        only responsibilities with respect thereto shall be limited to the following:

	 	 
	 	1)	Upon receipt of a confirmation or statement from an Underlying Transfer
      Agent that such Underlying Transfer Agent is holding or maintaining Underlying
      Shares in the name of the Custodian (or a nominee of the Custodian) for
      the benefit of the Trust, the Custodian shall identify by book-entry that
      such Underlying Shares are being held by it as custodian for the benefit
      of such Trust.

	 	 	 
	 	2)	In respect of the purchase of Underlying Shares for the account of a Trust,
      upon receipt of Proper Instructions, the Custodian shall pay out monies
      of such Trust as so directed, and record such payment from the account of
      such Trust on the Custodian’s books and records.

	 	 	 
	 	3) 	In respect of the sale or redemption of Underlying Shares for the account
      of a Trust, upon receipt of Proper Instructions, the Custodian shall transfer
      such Underlying Shares as so directed, record such transfer from the account
      of such Trust on the Custodian’s books and records and, upon the Custodian’s
      receipt of the proceeds therefor, record such payment for the account of
      such Trust on the Custodian’s books and records.

	 	 	 
	 	The Custodian shall not be liable to any Trust for any loss
      or damage to such Trust resulting from the maintenance of Underlying Shares
      with Underlying Transfer Agent except for losses resulting directly from
      the fraud, gross negligence or willful misconduct of the Custodian or any
      of its agents or of any of its or their employees.



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2.12

	
Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Trust held by it and in connection with transfers of such securities.


	 
	
2.13

	
Proxies. Except with respect to property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.7(7), the Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of a Trust or a nominee of the Trust, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to such Trust such proxies, all proxy soliciting materials and all notices relating to such securities.


	 
	
2.14

	
Communications Relating to Trust Securities. Except with respect to property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.7(7), and subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Trust all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Trust and the maturity of futures contracts purchased or sold by the Trust) received by the Custodian from issuers of the domestic securities being held for the Trust. With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Trust all written information received by the Custodian from issuers
of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any
untimely exercise of any tender, exchange or other right or power in connection with domestic securities or other property of the Trusts at any time held by it unless (i) the Custodian is in actual possession of such domestic securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power. The Custodian shall also transmit promptly to the applicable Trust all written information received by the Custodian regarding any class action or other litigation in connection with securities or other assets issued in the United States and then held, or previously held, during the term of this Agreement by the Custodian for the account
of such Trust, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of
this Agreement, the Custodian shall have no responsibility to so transmit any information under this Section 2.14.


	 
	
2.15

	
Reports to Trust by Independent Public Accountants. The Custodian shall provide the Trusts, at such times as the Trusts may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including domestic securities deposited and/or maintained in a U.S. Securities System, relating to the services provided by the Custodian under this





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	 	Agreement; such reports shall be of sufficient scope and in sufficient
      detail, as may reasonably be required by the Trusts to provide reasonable
      assurance that any material inadequacies would be disclosed by such examination,
      and, if there are no such inadequacies, the reports shall so state.

	 	 
	 Section 3.
	 Duties of the Custodian with Respect to Property of the Trusts
        to be Held Outside of the United States

	 
	 3.1
	 Appointment of Foreign Sub-Custodians. Each Trust hereby authorizes
        and instructs the Custodian to employ as sub-custodians for such Trust’s
        securities and other assets maintained outside the United States the foreign
        banking institutions and foreign securities depositories designated on
        Schedule A hereto (“foreign sub-custodians”).

	 
	 3.2
	 Foreign Securities Systems. Except as may otherwise be agreed
        upon in writing by the Custodian and each Trust, assets of such Trust
        shall be maintained in a clearing agency which acts as a securities depository
        or in a book-entry system for the central handling of securities located
        outside the United States (each, a “Foreign Securities System”)
        only through arrangements implemented by the foreign banking institutions
        serving as sub-custodians pursuant to the terms hereof (Foreign Securities
        Systems and U.S. Securities Systems are collectively referred to herein
        as the “Securities Systems”). Where possible,
        such arrangements shall include entry into agreements containing the provisions
        set forth in Section 3.4 hereof.

	 
	 3.3
	 Holding Securities. The Custodian may hold foreign securities
        and other non-cash property for all of its customers, including the Trusts,
        with a foreign sub-custodian in a single account that is identified as
        belonging to the Custodian for the benefit of its customers; provided,
        however, that (a) the records of the Custodian with respect to foreign
        securities and other non-cash property of each Trust which are maintained
        in such account shall identify by book-entry those foreign securities
        and other non-cash property belonging to such Trust and (b) the Custodian
        shall require that foreign securities and other non-cash property so held
        by the foreign sub-custodian be held separately from any assets of the
        foreign sub-custodian or of others.

	 
	 3.4
	 Agreements with Foreign Banking Institutions. The Custodian
        shall use commercially reasonable efforts to require that each agreement
        with a foreign banking institution employed as a foreign sub-custodian
        shall provide that: (a) each Trust’s assets will not be subject to
        any right, charge, security interest, lien or claim of any kind in favor
        of the foreign banking institution or its creditors or agent, except a
        claim of payment for their safe custody or administration or, in the case
        of cash deposits, liens or rights in favor of creditors of the foreign
        banking institution arising under bankruptcy, insolvency or similar laws;
        (b) beneficial ownership of each Trust’s assets will be freely transferable
        without the payment of money or value other than for custody or administration;
        (c) adequate records will be maintained identifying the assets as belonging
        to each Trust; (d) officers of or auditors employed by, or other representatives
        of each Trust, including to the extent permitted under applicable law
        the independent public accountants for





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such Trust, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of each Trust held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents.


	 
	
3.5

	
Access of Independent Accountants of the Trusts. Upon request of a Trust, the Custodian will use commercially reasonable efforts to arrange for the independent accountants of such Trust to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian.


	 
	
3.6

	
Reports by Custodian. The Custodian will supply to each Trust from time to time, as mutually agreed upon, statements in respect of the securities and other assets of such Trust held by foreign sub-custodians, including but not limited to an identification of entities having possession of such Trust’s foreign securities and other assets and advices or notifications of any transfers of securities to or from each custodial account maintained by a foreign banking institution for the Custodian on behalf of such Trust indicating, as to foreign securities acquired for such Trust, the identity of the entity having physical possession of such securities.


	 
	
3.7

	
Transactions in Foreign Custody Account.

      (a) Except as otherwise provided in paragraph (b) of this Section 3.7, the provision of Sections 2.2 and 2.7 of this Agreement shall apply, mutatis mutandis to the foreign securities of each Trust held outside the United States by foreign sub-custodians.

(b) Notwithstanding any provision of this Agreement to the contrary, settlement and payment for foreign securities received for the account of each Trust and delivery of foreign securities maintained for the account of each Trust may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering foreign securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer.

(c) The foreign securities maintained in the custody of a foreign sub-custodian (other than bearer securities) shall be registered in the name of the applicable Trust or in the name of the Custodian or in the name of any foreign sub-custodian or in the name of any nominee of the foregoing, and each Trust agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a foreign sub-custodian shall not be obligated to accept securities on behalf of a Trust under the terms of this Agreement unless the form of such securities





11









		
	 	
and the manner in which they are delivered are in accordance with reasonable market practice.


	 
	
3.8

	
Liability for Foreign Sub-Custodians. The Custodian shall be liable for the acts or omissions of a foreign sub-custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody or banking department of a foreign sub-custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the foreign sub-custodian has otherwise acted with reasonable care, or any loss, damage, cost, expense, liability or claim resulting from the bankruptcy, insolvency or receivership of any Foreign Sub-Custodian.


	 
	
3.9

	
Bank Accounts. The Custodian shall identify on its books as belonging to each Trust cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of the applicable Trust with a foreign sub-custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such foreign sub-custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the applicable Trust. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.



	 
	
3.10

	
Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the foreign securities held hereunder to which each Trust shall be entitled and shall credit such income, as collected, to such Trust. In the event that extraordinary measures are required to collect such income, the applicable Trust and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.


	 
	
3.11

	
Shareholder Rights. With respect to the foreign securities held pursuant to this Section 3, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. Each Trust acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of such Trust to exercise shareholder rights.


	 
	
3.12

	
Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the applicable Trust written information with respect to materials





12









		
	 	received by the Custodian via the foreign sub-custodians from issuers
      of the foreign securities being held for the account of the Trust (including,
      without limitation, pendency of calls and maturities of foreign securities
      and expirations of rights in connection therewith). With respect to tender
      or exchange offers, the Custodian shall transmit promptly to the applicable
      Trust written information with respect to materials so received by the Custodian
      from issuers of the foreign securities whose tender or exchange is sought
      or from the party (or its agents) making the tender or exchange offer. The
      Custodian shall not be liable for any untimely exercise of any tender, exchange
      or other right or power in connection with foreign securities or other property
      of the Trusts at any time held by it unless (i) the Custodian or the respective
      foreign sub-custodian is in actual possession of such foreign securities
      or property and (ii) the Custodian receives Proper Instructions with regard
      to the exercise of any such right or power, and both (i) and (ii) occur
      at least three business days prior to the date on which the Custodian is
      to take action to exercise such right or power. The Custodian shall also
      transmit promptly to the applicable Trust all written information received
      by the Custodian via the foreign sub-custodians from issuers of the foreign
      securities being held for the account of the Trust regarding any class action
      or other litigation in connection with foreign securities or other assets
      issued outside the United States and then held, or previously held, during
      the term of this Agreement by the Custodian for the account of such Trust,
      including, but not limited to, opt-out notices and proof-of-claim forms.
      For avoidance of doubt, upon and after the effective date of any termination
      of this Agreement, the Custodian shall have no responsibility to so transmit
      any information under this Section 3.12

	 	 
	 Section 4.
	 Special Sub-Custodians

      Upon receipt of Special Instructions (as such term is defined in Section
        6 hereof), the Custodian shall, on behalf of the Trusts, appoint one or
        more banks, trust companies or other entities designated in such Special
        Instructions to act as a sub-custodian for purposes of effecting such
        transaction as may be designated by a Trust in Special Instructions. Each
        such designated sub-custodian is referred to herein as a “Special
        Sub-Custodian.” Each such duly appointed Special Sub-Custodian
        shall be listed on Schedule B hereto, as it may be amended from time to
        time by the a Trust, with the acknowledgment of the Custodian. In connection
        with the appointment of any Special Sub-Custodian, and in accordance with
        Special Instructions, the Custodian shall enter into a sub-custodian agreement
        with the Trust and the Special Sub-Custodian in form and substance approved
        by such Trust.

	 
	 Section 5.
	 Payments for Sales or Repurchases or Redemptions of Shares

      The Custodian shall receive from the distributor of the Shares or from
        the Transfer Agent, as the case may be, and deposit into the account of
        the appropriate Trust such payments as are received for Shares, in Basket
        aggregations, thereof issued or sold from time to time by the applicable
        Trust. The Custodian will provide timely





13









		
	 	notification to such Trust and the Transfer
        Agent of any receipt by it of payments for Shares of such Trust.

      From such funds and securities as may be
        available for the purpose, the Custodian shall, upon receipt of instructions
        from the Transfer Agent, make funds and securities available for payment
        to, or in accordance with the instructions of, Authorized Participants
        (as defined in the Prospectus) who have delivered to the Distributor proper
        instructions for the redemption or repurchase of their Shares, in Basket
        aggregations, which shall have been accepted by the Transfer Agent, the
        applicable fund securities or cash (or such securities in lieu thereof
        as may be designated by the Managing Owner in accordance with the Prospectus)
        for such Trust and the cash redemption amount, if applicable, less any
        applicable redemption transaction fee. The Custodian will transfer the
        applicable fund securities or cash to or on the order of the Authorized
        Participant. Any cash redemption payment (less any applicable redemption
        transaction fee) due to the Authorized Participant on redemption shall
        be effected through the DTC (as defined in the Prospectus) system or through
        wire transfer in the case of redemptions effected outside of the DTC system.


	 	 
	 Section 6.
	 Proper Instructions and Special Instructions

      “Proper Instructions,” as such
        term is used throughout this Agreement, means a writing signed or initialed
        by one or more person or persons as a Trust shall have from time to time
        authorized. Each such writing shall set forth the specific transaction
        or type of transaction involved. Oral instructions will be considered
        Proper Instructions if the Custodian reasonably believes them to have
        been given by a person authorized to give such instructions with respect
        to the transaction involved; the applicable Trust shall cause all oral
        instructions to be confirmed in writing. Proper Instructions may include
        communications effected directly between electro-mechanical or electronic
        devices provided that the applicable Trust and the Custodian agree to
        security procedures including, but not limited to, the security procedures
        selected by the applicable Trust via the form of Funds Transfer Addendum
        attached hereto, the terms of which are hereby agreed to. For purposes
        of this Section, Proper Instructions shall include instructions received
        by the Custodian pursuant to any three-party agreement which requires
        a segregated asset account in accordance with Section 2.10.

      “Special Instructions,” as such
        term is used throughout this Agreement, means Proper Instructions countersigned
        or confirmed in writing by the Treasurer or any Assistant Treasurer of
        a Trust or any other person designated in writing by a Trust, which countersignature
        or confirmation shall be (a) included on the same instrument containing
        the Proper Instructions or on a separate instrument clearly relating thereto
        and (b) delivered by hand, by facsimile transmission, or in such other
        manner as such Trust and the Custodian agree in writing.

      Concurrently with the execution of this Agreement, and from time to time
        thereafter, as appropriate, each Trust shall deliver to the Custodian,
        duly certified by a duly





14









		
	 	authorized officer of such Trust, a certificate setting forth:
      (i) the names, titles, signatures and scope of authority of all persons
      authorized to give Proper Instructions or any other notice, request, direction,
      instruction, certificate or instrument on behalf of the Trust and (ii) the
      names, titles and signatures of those persons authorized to give Special
      Instructions. Such certificate may be accepted and relied upon by the Custodian
      as conclusive evidence of the facts set forth therein and shall be considered
      to be in full force and effect until receipt by the Custodian of a similar
      certificate to the contrary.

	 	 
	 Section 7.
	 Evidence of Authority

      The Custodian shall be protected in acting upon any instructions, notice,
        request, consent, certificate or other instrument or paper believed by
        it to be genuine and to have been properly executed by or on behalf of
        the applicable Trust. The Custodian may receive and accept a copy of a
        resolution of the Board of Managers of the Managing Owner (“Board”),
        certified by an authorized person of the Managing Owner, as conclusive
        evidence (a) of the authority of any person to act in accordance with
        such resolution or (b) of any determination or of any action by the applicable
        Board as described in such resolution, and such resolution may be considered
        as in full force and effect until receipt by the Custodian of written
        notice to the contrary.

	 
	 Section 8.
	 Actions Permitted without Express Authority

      The Custodian may in its discretion, without express authority from the
        applicable Trust:

	 	 
	 	1)	make reasonable payments to itself or others for minor expenses incurred
      in the ordinary course of its business in respect of handling securities
      or other similar items relating to its duties under this Agreement, provided
      that all such payments shall be accounted for to the Trust;

	 	 	 
	 	2)	surrender securities in temporary form for securities in definitive form;
	 	 	 
	 	3)	endorse for collection, in the name of the Trust, checks, drafts and other
      negotiable instruments; and 
	 	 	 
	 	4)	in general, attend to all non-discretionary details in connection with
      the sale, exchange, substitution, purchase, transfer and other dealings
      with the securities and property of the Trust except as otherwise directed
      by the Trust.

	 	 	 
	Section 9.	Duties of Custodian with Respect to the Books of Account
        and Calculation of Net Asset Value and Net Income

      The Custodian shall cooperate with and supply necessary information to
        the entity or entities appointed by each Trust to keep the books of account
        of such Trust and/or





15









	 	compute the net asset value
        per Share of the outstanding Shares or, if directed in writing to do so
        by a Trust, shall itself keep such books of account and/or compute such
        net asset value per Share, but only on a “book basis,” and the
        Custodian shall have no responsibility for determining any tax accounting
        for such Trust with respect to such Trust or with respect to any holder’s
        interest in such Trust. The Custodian shall transmit the net asset value
        per share of each Trust to the Trust’s transfer agent, the Trust’s
        distributor and the New York Stock Exchange (the “NYSE”)
        and such other entities as directed in writing by such Trust. If so directed,
        the Custodian shall also calculate the net income of a Trust as may be
        agreed upon by the Custodian and the Trust but likewise, only on a book
        basis, and shall advise the Trust of the total amounts of such net income.
        The Custodian shall on each day a Trust is open for the purchase or redemption
        of Shares of such Trust compute the cash value of the Basket.

      Each Trust acknowledges and agrees that,
        with respect to investments maintained with the Underlying Transfer Agent,
        the Underlying Transfer Agent is the sole source of information on the
        number of shares or interests held by it on behalf of a Trust and that
        the Custodian has the right to rely on holdings information furnished
        by the Underlying Transfer Agent to the Custodian in performing its duties
        under this Agreement, including without limitation, the duties set forth
        in this Section 9 and in Section 10 hereof; provided, however, that the
        Custodian shall be obligated to reconcile information as to purchases
        and sales of Underlying Shares contained in trade instructions and confirmations
        received by the Custodian and to report promptly any discrepancies to
        the Underlying Transfer Agent. The calculations of the net asset value
        per Share and the income of the Trust shall be made at such time or times
        described from time to time in the Prospectus. Each Fund acknowledges
        that, in keeping the books of account of the Trust and/or making the calculations
        described herein with respect to Trust property released and delivered
        pursuant to Section 2.2(14), or purchased pursuant to Section 2.7(7) hereof,
        the Custodian is authorized and instructed to rely upon information provided
        to it by the Trust, the Trust’s counterparty(ies), or the agents
        of either of them.

      
	 	 
	Section 10.	Records

      The Custodian shall create and maintain all
        records relating to its activities and obligations under this Agreement
        in such manner as may be agreed to from time to time by the Trusts and
        the Custodian and shall at all times during the regular business hours
        of the Custodian be open for inspection by duly authorized officers, employees
        or agents of each Trust. The Custodian shall, at any Trust’s request,
        supply such Trust with a tabulation of securities owned by such Trust
        and held by the Custodian and shall, when requested to do so by the Trust
        and for such compensation as shall be agreed upon between the Trust and
        the Custodian, include certificate numbers in such tabulations. Each Trust
        acknowledges that, in creating and maintaining the records as set forth
        herein with respect to Trust property released and delivered pursuant
        to Section 2.2(14), or purchased pursuant to Section 2.7(7) hereof, the
        Custodian is




16









	
	 	authorized and instructed to rely upon information provided
      to it by the Trust, the Trust’s counterparty(ies), or the agents of
      either of them.

	 	
	Section 11. 	Opinion of Trust’s Independent Accountant
	  	
	 	The Custodian shall cooperate reasonably with the each Trust’s
      independent accountants.
	 	
	Section 12. 	Compensation of Custodian
	 	
	 	The Custodian shall be entitled to reasonable compensation for
      its services and expenses as Custodian, as agreed upon from time to time
      between the each Trust and the Custodian.

	 	
	Section 13. 	Responsibility of Custodian
	 	
	  

      	The Custodian shall not be responsible for the title,
        validity or genuineness of any property or evidence of title thereto received
        by it or delivered by it pursuant to this Agreement and shall be held
        harmless in acting upon any notice, request, consent, certificate or other
        instrument reasonably believed by it to be genuine and to be signed by
        the proper party or parties, including any futures commission merchant
        acting pursuant to the terms of a three-party futures or options agreement.
        The Custodian shall be held to the exercise of reasonable care in carrying
        out the provisions of this Agreement, but shall be kept indemnified by
        and shall be without liability to any Trust for any action taken or omitted
        by it in good faith without negligence, including, without limitation,
        acting in accordance with any Proper Instruction. It shall be entitled
        to rely on and may act upon advice of counsel (who may be counsel for
        the Trust) on all matters, and shall be without liability for any action
        reasonably taken or omitted pursuant to such advice. The Custodian shall
        be entitled to rely upon, and shall have no duty of inquiry with respect
        to, the accuracy of any representation or warranty given to it by any
        Trust and shall be without liability for any action reasonably taken or
        omitted by it in reliance thereon. The Custodian shall have no responsibility
        and shall be without liability for any loss, liability, claim or expense
        resulting from or caused by its reliance on any information, records,
        reports or other data that is or was prepared or maintained for any Trust
        by any person other than the Custodian.

      Except as may arise from the Custodian's negligence or willful misconduct,
        the Custodian shall be without liability to any Trust for any loss, liability,
        claim or expense resulting from or caused by: (i) events or circumstances
        beyond the reasonable control of the Custodian or any sub-custodian or
        Securities System or any agent or nominee of any of the foregoing, including,
        without limitation, nationalization or expropriation, imposition of currency
        controls or restrictions, the interruption, suspension or restriction
        of trading on or the closure of any securities market, power or other
        mechanical or technological failures or interruptions, computer viruses
        or communications disruptions, acts of war or terrorism, riots, revolutions,
        work





17









	
	 	stoppages, natural disasters
        or other similar events or acts; (ii) errors by any Trust, the Managing
        Owner or any other third-party agent of any Trust in their respective
        instructions to the Custodian, provided such instructions have been in
        accordance with this Agreement; (iii) the insolvency of or acts or omissions
        by a Securities System; (iv) any delay or failure of any broker, agent
        or intermediary, central bank or other commercially prevalent payment
        or clearing system to deliver to the Custodian's sub-custodian or agent
        securities purchased or in the remittance or payment made in connection
        with securities sold; (v) any delay or failure of any company, corporation,
        or other body in charge or registering or transferring securities in the
        name of the Custodian, any Trust, the Custodian's sub-custodians, nominees
        or agents or any consequential losses arising out of such delay or failure
        to transfer such securities including non-receipt of bonus, dividends
        and rights and other accretions or benefits; (vi) delays or inability
        to perform its duties due to any disorder in market infrastructure with
        respect to any particular security or Securities System; and (vii) any
        provision of any present or future law or regulation or order of the United
        States of America, or any state thereof, or any other country, or political
        subdivision thereof or of any court of competent jurisdiction.

      If a Trust requires the Custodian to take
        any action with respect to securities, which action involves the payment
        of money or which action may, in the opinion of the Custodian, result
        in the Custodian or its nominee assigned to the Trust being liable for
        the payment of money or incurring liability of some other form, such Trust,
        as a prerequisite to requiring the Custodian to take such action, shall
        provide indemnity to the Custodian in an amount and form satisfactory
        to it.

      If the Custodian, or any of its affiliates,
        subsidiaries or agents, advance cash or securities for any purpose (including
        but not limited to securities settlements, foreign exchange contracts
        and assumed settlement), or in the event that the Custodian or its nominee
        shall incur or be assessed any taxes, charges, expenses, assessments,
        claims or liabilities in connection with the performance of this Agreement,
        except such as may arise from its or its nominee's negligence or willful
        misconduct, or if a Trust fails to compensate the Custodian pursuant to
        Section 12 hereof, any property at any time held for the account of the
        applicable Trust shall be security therefor and should the Trust fail
        to repay the Custodian promptly, the Custodian shall be entitled to utilize
        available cash and to dispose of such Trust’s assets to the extent
        necessary to obtain reimbursement.

      In no event shall the Custodian be liable
        for indirect, special or consequential damages.


	 	 
	Section 14. 	Tax Law
	 	 
	 	The Custodian shall have no responsibility or liability for
      any obligations now or hereafter imposed on any Trust or the Custodian as
      custodian of the Trusts by the tax law of the United States or of any state
      or political subdivision thereof. It shall be the responsibility of each
      Trust to notify the Custodian of the obligations imposed on such




18









			
	 	Trust or the Custodian as custodian of the Trusts by the tax
      law of countries other than those mentioned in the above sentence, including
      responsibility for withholding and other taxes, assessments or other governmental
      charges, certifications and governmental reporting. The sole responsibility
      of the Custodian with regard to such tax law shall be to use reasonable
      efforts to assist the Trust with respect to any claim for exemption or refund
      under the tax law of countries for which such Trust has provided such information.

	 	 
	Section 15. 	Representations and Warranties
	 	 	 
	 	Each Trust represents and warrants to the Custodian that:
	 	 	 
	   	 (a)
	 It is duly incorporated, validly existing in good standing in its
        jurisdiction of incorporation and qualified to conduct its business in
        every jurisdiction where its business is conducted;

	 
	 	 (b)
	 The execution, delivery and performance of this Agreement, all documents
        and instruments to be delivered hereunder or thereunder and all transactions
        contemplated hereunder or thereunder have been duly authorized by all
        necessary corporate action;

	 
	 	 (c)
	 The person executing this Agreement on its behalf has been duly authorized
        to act on its behalf;

	 
	 	 (d)

      (e)
	 This Agreement constitutes its legal, valid, binding and enforceable
        agreement;

      It has obtained all authorizations, approvals and consents of any governmental
        body required in connection with this Agreement and all transactions contemplated
        hereunder and such authorizations are in full force and effect;

	 
	 	 (f)
	 The execution, delivery and performance of this Agreement and the
        transactions hereunder will not violate any agreement, law, ordinance,
        charter, by-law, rule or regulation applicable to it or by which it is
        bound or by which any of its assets are affected. Further, such Trust
        hereby acknowledges and agrees that it shall promptly notify the Custodian
        of any statute, regulation, rule, or other regulatory requirement or policy
        governing the Trust, and any change thereto, which may affect the Custodian’s
        responsibilities under this Agreement; and

	 
	 	 (g)
	
      The Shares constitute equity interests that are “publicly-offered
        securities” within the meaning of 29 C.F.R. Section 2510.3-101(b),
        and the assets of the Trust do not constitute assets of an “employee
        benefit plan” subject to the Employee Retirement Income Security
        Act of 1974, as amended. If for any reason (i) the Shares fail to be equity
        interests or publicly-offered securities (as such terms are used above),
        (ii) otherwise become plan assets under 29 C.F.R. Section 2510.3-101
        or other applicable law or regulation, or (iii) such Trust, the Managing
        Owner

    




19









	
	 	or any other third-party agent of such Trust breaches or otherwise
      fails to comply with the provisions of this Section 15(g), this Agreement
      may be terminated immediately and without prior notice by the Custodian.

	 	 
	Section 16. 	Effective Period, Termination and Amendment
	 	 
	 	This Agreement shall remain
        in full force and effect for an initial term ending August 10, 2013 (the
        “Initial Term”). After the expiration of the Initial
        Term, this Agreement shall automatically renew for successive one-year
        terms (each, a “Renewal Term”) unless a written
        notice of non-renewal is delivered by the non-renewing party no later
        than ninety (90) days prior to the expiration of the Initial Term or any
        Renewal Term, as the case may be. During the Initial Term and thereafter,
        either party may terminate this Agreement: (i) in the event of the other
        party’s material breach of a material provision of this Agreement
        that the other party has either (a) failed to cure or (b) failed to establish
        a remedial plan to cure that is reasonably acceptable, within 60 days’
        written notice of such breach, or (ii) in the event of the appointment
        of a conservator or receiver for the other party or upon the happening
        of a like event to the other party at the direction of an appropriate
        agency or court of competent jurisdiction. Upon termination of this Agreement
        pursuant to this paragraph with respect to any Trust, the applicable Trust
        shall pay Custodian its compensation due and shall reimburse Custodian
        for its commercially reasonable costs, expenses and disbursements.

      In the event of: (i) any Trust’s termination
        of this Agreement with respect to such Trust for any reason other than
        as set forth in the immediately preceding paragraph or (ii) a transaction
        not in the ordinary course of business pursuant to which the Custodian
        is not retained to continue providing services hereunder to a Trust (or
        its respective successor), the applicable Trust shall pay the Custodian
        its compensation due through the end of the then-current term (based upon
        the average monthly compensation previously earned by Custodian with respect
        to such Trust) and shall reimburse the Custodian for its commercially
        reasonable costs, expenses and disbursements. Upon receipt of such payment
        and reimbursement, the Custodian will deliver such Trust’s securities
        and cash as set forth hereinbelow. For the avoidance of doubt, no payment
        will be required pursuant to clause (ii) of this paragraph in the event
        of any transaction such as (x) a merger of a Trust into, or the consolidation
        of a Trust with, another entity, (y) the sale by a Trust of all, or substantially
        all, of its assets to another entity, or (z) the liquidation or dissolution
        of a Trust and distribution of such Trust’s assets as a result of
        the Board’s determination in its reasonable business judgment that
        the Trust is no longer viable, in each of (x) and (y) where the Custodian
        is retained to continue providing services to such Trust (or its respective
        successor) on substantially the same terms as this Agreement.

      Termination of this Agreement with respect
        to any one particular Trust shall in no way affect the rights and duties
        under this Agreement with respect to any other






20









	
	 	Trust. The provisions of Sections
        12, 13 and 14 of this Agreement shall survive termination of this Agreement
        for any reason.

      This Agreement may be amended at any time
        in writing by mutual agreement of the parties hereto.

	 	 
	Section 17. 	Successor Custodian
	 	 
	 	If a successor custodian shall
        be appointed for a Trust, the Custodian shall, upon termination and receipt
        of Proper Instructions, deliver to such successor custodian at the office
        of the Custodian, duly endorsed and in the form for transfer, all securities
        then held by it hereunder and shall transfer to an account of the successor
        custodian all of the applicable Trust’s securities held in a Securities
        System or at an Underlying Transfer Agent.

      If no such successor custodian shall be appointed,
        the Custodian shall, in like manner, upon receipt of Proper Instructions,
        deliver at the office of the Custodian and transfer such securities, funds
        and other properties in accordance with such Proper Instructions.

      In the event that no Proper Instructions
        designating a successor custodian or alternative arrangements shall have
        been delivered to the Custodian on or before the date when such termination
        shall become effective, then the Custodian shall have the right to deliver
        to a bank or trust company of its own selection, all securities, funds
        and other properties held by the Custodian and all instruments held by
        the Custodian relative thereto and all other property held by it under
        this Agreement and to transfer to an account of such successor custodian
        all of such Trust’s securities held in any Securities System or at
        an Underlying Transfer Agent. Thereafter, such bank or trust company shall
        be the successor of the Custodian under this Agreement.

      In the event that securities, funds and other
        properties remain in the possession of the Custodian after the date of
        termination hereof owing to failure of any Trust to provide Proper Instructions
        as aforesaid, the Custodian shall be entitled to fair compensation for
        its services during such period as the Custodian retains possession of
        such securities, funds and other properties and the provisions of this
        Agreement relating to the duties and obligations of the Custodian shall
        remain in full force and effect.






21











		
	Section 18. 	Anti-Money Laundering

 
	 	 
	 	Each Trust acknowledges that the Custodian is required to comply with
        a number of federal regulations and policies concerning matters such as
        the identity of its customers and the source of funds it handles, including
        the Bank Secrecy Act and the USA Patriot Act, and all regulations issued
        thereunder, and the regulations issued by the U.S. Department of Treasury,
        Office of Foreign Asset Control (together, the “U.S. Money
        Laundering and Investor Identification Requirements”). Accordingly,
        each Trust confirms that it or its agents has complied and shall continue
        to comply with all applicable U.S. Money Laundering and Investor Identification
        Requirements with respect to the account of such Trust, including without
        limitation maintaining and effecting appropriate procedures to verify
        suspicious transactions and the source of funds for settlement of transactions.

	 	 
	Section 19. 	General
	 	 
	 19.1
	 Massachusetts Law to Apply. This Agreement shall be construed
        and the provisions thereof interpreted under and in accordance with laws
        of The Commonwealth of Massachusetts.

	 
	 19.2
	 Prior Contracts. This Agreement supersedes and terminates,
        as of the date hereof, all prior contracts between each Trust and the
        Custodian relating to the custody of such Trust’s assets.

	 
	 19.3
	 Assignment. Neither this Agreement nor any rights or obligations
        hereunder may be assigned by either party, whether voluntarily, involuntarily
        or by operation of law, without the prior written consent of the other,
        such consent not to be unreasonably withheld, except to entities controlled
        by, under common control with or controlling the assigning party, provided
        that such assignee has financial capacity at least equal to that of the
        assignor.

	 
	 19.4
	 Interpretive and Additional Provisions. In connection with
        the operation of this Agreement, the Custodian and each Trust may from
        time to time agree on such provisions interpretive of or in addition to
        the provisions of this Agreement as may in their joint opinion be consistent
        with the general tenor of this Agreement. Any such interpretive or additional
        provisions shall be in a writing signed by both parties and shall be annexed
        hereto, provided that no such interpretive or additional provisions shall
        contravene any applicable federal or state regulations or any provision
        of such Trust’s governing documents. No interpretive or additional
        provisions made as provided in the preceding sentence shall be deemed
        to be an amendment of this Agreement.

	 
	 19.5
	 Additional Trusts. In the event that any trust in addition
        to those listed on Appendix A hereto desires to have the Custodian render
        services as custodian under the terms hereof, it shall so notify the Custodian
        in writing, and if the Custodian agrees in writing





22









		
	 	
to provide such services, such trust shall become a Trust hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 15 and Section 19.11.


	 
	
19.6

	
Remote Access Services Addendum. The Custodian and each Trust agree to be bound by the terms of the Remote Access Services Addendum attached hereto.


	 
	
19.7

	
Notices. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.





			
	    	To any Trust:	[Name of Trust]
	 	 	c/o Factor Advisors, LLC
	 	 	1 Penn Plaza, 36th Floor
	 	 	New York, NY 10119
	 	 	Attention: Stuart J. Rosenthal, CEO
	 	 	Telephone: (212) 786-7482
	 	 	Facsimile: (917) 522-9729
	 
	 	To the Custodian:	State Street Bank and Trust Company
	 	 	200 Newport Avenue
	 	 	North Quincy, MA 02171
	 	 	Attention: Michael E. Prendergast
	 	 	Telephone: (617) 985-8928
	 	 	Facsimile: (617) 537-5694




		
	 	
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of overnight courier, upon receipt, in the case of cable twenty-four hours after dispatch and, in the case of telex or telecopy, immediately upon dispatch and if delivered by cable, telex or telecopy outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.


	 
	
19.8

	
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute but one and the same Agreement.


	 
	
19.9

	
Severability. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.





23









		
	
19.9

	
Confidentiality. The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations. All confidential information provided by a party hereto shall be used by any other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, or that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this Agreement, (ii) that is required
in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or
regulation, or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld. Notwithstanding anything herein to the contrary, the Custodian and its affiliates may, in good faith and if not contrary to any instruction from a Trust or its authorized agent, report and use nonpublic portfolio holdings information of its clients, including a Trust, on an aggregated basis with all or substantially all other client information and without specific reference to any Trust.


	 
	
19.10

	
Reproduction of Documents. This Agreement and all schedules, exhibits, addenda, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.


	 
	
19.11

	
Regulation GG. Each Trust hereby represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) (“Regulation GG”). Each Trust hereby covenants and agrees that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Trust is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.


	 
	
19.12

	
      Massachusetts Privacy Rules. The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Trusts’ shareholders, employees, directors and/or officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number,





24









		
	 	 (b) drivers license number, (c) state identification card
        number, (d) debit or credit card number, (e) financial account number
        or (f) personal identification number or password that would permit access
        to a person’s account or (ii) any combination of the foregoing that
        would allow a person to log onto or access an individual’s account.
        Notwithstanding the foregoing “personal information” shall not
        include information that is lawfully obtained from publicly available
        information, or from federal, state or local government records lawfully
        made available to the general public.

	 
	 19.13
	 Shareholder Communications. Securities and Exchange
        Commission Rule 14b-2 requires banks which hold securities for the account
        of customers to respond to requests by issuers of securities for the names,
        addresses and holdings of beneficial owners of securities of that issuer
        held by the bank unless the beneficial owner has expressly objected to
        disclosure of this information. In order to comply with the rule, the
        Custodian needs each Trust to indicate whether it authorizes the Custodian
        to provide such Trust’s name, address, and share position to requesting
        companies whose stock the Trust owns. If a Trust tells the Custodian “no”,
        the Custodian will not provide this information to requesting companies.
        If a Trust tells the Custodian “yes” or do not check either
        “yes” or “no” below, the Custodian is required by
        the rule to treat the Trust as consenting to disclosure of this information
        for all securities owned by the Trust or any funds or accounts established
        by the Trust. For a Trust’s protection, the Rule prohibits the requesting
        company from using the Trust’s name and address for any purpose other
        than corporate communications. Please indicate below whether the Trust
        consents or objects by checking one of the alternatives below.

	 	 
	 	YES [  ] 	The Custodian is authorized to release the Trust’s name, address,
      and share positions.
	 	 	 
	 	NO [X] 	The Custodian is not authorized to release the Trust’s name, address,
      and share positions.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

25









      IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the date first above-written.

 EACH OF THE ENTITIES SET FORTH
  ON APPENDIX A HERETO

 By: /s/ Stuart J. Rosenthal

Name: Stuart J. Rosenthal

Title: CEO

 STATE STREET
  BANK AND TRUST COMPANY

 By: /s/ Michael F. Rogers

Name: Michael F. Rogers

Title: Executive Vice President

 Custodian Agreement









APPENDIX A

to

CUSTODIAN AGREEMENT

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SCHEDULE B

to

CUSTODIAN AGREEMENT

SPECIAL SUB-CUSTODIANS



None

B-1