Palo Alto City Council
January 16, 2024

• MUFG
CUSTODY AGREEMENT §270.17f-5 and §270.175-7, all as may be For PUBLIC FUNDS amended from time to time.

Securities and Non-Custody Assets 1.3. "Authorized Agent" means a representative duly appointed by Principal or
Investment Manager provided in writing to
This Custody Agreement ("Agreement") is Custodian, for the purpose of directing made as of July 1, 2020 by and between Custodian to effect certain transactions, the City of Paio Alto, a chartered municipal activities, accounting or other informational corporation" ("Principal') and MUFG Union services related to Property, including without Bank, N.A. ("Custodian"), and shall be limitation shareholder activities and fund effective as of July 1, 2020. expenses.

WHEREAS, Custodian is a bank 1.4. "Board" means the Board of Trustees meeting the qualifications required by Section or the Board of Directors of Principal. 17f-(1) of the Act as defined below to act as
custodian of the portfolio securities and other 1.5. "Depository" means both any assets of investment companies; "securities depository" within the meaning of §270. 17f-4 of the Act and any Eligible
WHEREAS, Principal wishes to Securities Depository.
continue retaining Custodian as custodian to
perform the safekeeping and ministerial acts

1.6. "Eligible Foreign Custodian" means
described in this Agreement, and Custodian has
indicated its willingness to so act; an entity that is incorporated or organized under the laws of a country other than the
United States and that is a Qualified Foreign
WHEREAS, solely for consolidated Bank, as defined in §270.17f-5(a)(5) of the recordkeeping purposes, Principal wishes to
have Custodian reflect on account statements,
with appropriate descriptions and disclaimers,
and pursuant to policies and procedures 1.7. "Eligible Securities Depository", ("Depository" ", or collectively "Depositories")
adopted by Custodian from time to time, certain
means a system for the central handling of
assets which Principal and Custodian
acknowledge Custodian has not registered securities as defined in §270.17f-7(b)(1) of the Act.
under Custodian's name or Custodian's
nominee name and Custodian has not exercised

1.8. "Emerging Market" means each
control over such assets;
market so identified in Appendix A attached
NOW, THEREFORE, in consideration of hereto as appropriate. the promises and mutual covenants herein
contained, and intending to be legally bound 1.9. "Foreign Account" means an Account hereby, both parties agree as follows. in which Foreign Currencies or Securities are held by Custodian for the benefit of clients

1. DEFINITIONS. Certain terms used in this whether in comingled accounts or accounts Agreement are defined as follows: designated for each beneficial owner as is required under the regulatory jurisdiction

1.1. "Account" means, collectively, each where the Foreign Account is established. account maintained by Custodian on behalf
of Principal pursuant to Paragraph 4 of this 1.10. "Foreign Assets" has the meaning Agreement. provided in §270.17f-5(a)(2) of the Act.

1.2. "Act" means the Investment Company 1.11. "Foreign Currency" ("Currencies") Act of 1940, as amended, and the rules and means any currency or any composite regulations adopted by the U.S. Securities currency unit issued by a government or and Exchange Commission ("SEC") entity other than the United States thereunder, including §270. 17f-1, §270.17f-4, Department of Treasury.

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002)] • MUFG

1.12. "Foreign Market" means each market 1.18. "Property" means Securities and so identified in Appendix A attached hereto Non-Custody Assets, as those terms are as appropriate. defined herein, which are subject to the ters of this Agreement.

1.13. "Global Sub-Agent Network" ("Sub-
Agent Network" or "Sub-Agents") means 1.19. "Securities" means securities as any Sub-Custodian located in the United defined in §2(a)(36) of the Act together with States and any sub-agents located in the cash or any currency or other property of countries and markets where Eligible Foreign Principal and all income and proceeds of sale Sub-Custodians and Eligible Foreign of such securities or other property of Depositories are maintained by Custodian or Principal that are held by Custodian in the any Sub-Custodian located in the United Account, excluding Non-Custody Assets.

States which utilizes a Sub-Agent Network on
behalf of Custodian. 1.20. "Securities Act" means the Securities Act of 1933, as amended.

1.14. "Governing Documents" means, with
respect to each of the portfolios, (i) the 1.21. "Sub-Custodian" means another declaration of trust or other constituting custodian, including without limitation an document of the Principal of which the Eligible Foreign Custodian and its agents, portfolio is a series or portfolio, (ii) the retained by Custodian to hold Securities. currently effective prospectus under the
Securities Act, (iii) the most recent statement 1.22. "Valuation Agent" means as a of additional information, and (iv) a certified qualitied agent which includes Sub- copyof the Board approving the engagement Custodian under Subparagraph 1.21 or an of Custodian to act as custodian of the agent which Principal designates in writing to Custodian. A Valuation Agent may be a
Securities and Exchange Commission

1.15. "Investment Manager" or "Manager" ("SEC") registered transfer agent or a Public means an investment advisor or manager Comopany Accounting Oversight Board identified by Principal in a written notice to ("PCAOB") qualified accounting firm, or Custodian as having the authority to direct other qualified agent, which Custodian may, Custodian regarding the management, in its absolute discretion, consider a acquisition, or disposition of Securities. If no reasonable pricing source for certain Non- Investment Manager has been appointed, Custody Assets under Subparagraph 8.9.1 Principal shall have all responsibilities of this Agreement. assigned to Manager in this Agreement.

2. APPOINTMENT AS AGENT OF

1.16. "Monitoring System" means the SECURITIES
policies and procedures established by
Custodian to fulfill its duties to monitor the 2.1. Principal hereby appoints Custodian to custody risks associated with maintaining perform the safekeeping and ministerial acts Securities with a Sub-Custodian or described in this Agreement, and Custodian Depository on a continuing basis, pursuant to hereby accepts such appointment and this Agreement. agrees to establish and maintain one or more Accounts for Principal in which

1.17. " Non-Custody Assets" means Custodian will hold the Securities.

Property as defined herein, which are not
registered in Custodian's name or its 2.2. Custodian hereby accepts appointment no minee name and not under the control of as Principal's agent for such Securities of Custodian, as indicated to Custodian in Principal and agrees to perform the duties of writing by Principal or Manager at the time of such custodian in accordance with the tems receipt or purchase of such Property and as and conditions of this Agreement. accepted by Custodian, and which Custodian
has agreed to report only for consolidated 2.3. Principal has provided Custodian with a recordkeeping purposes. copy of its Governing Documents, and will

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
provide Custodian with a copy of
amendments, supplements and 5. CUSTODY AND REGISTRATION OF modifications thereof from time to time. SECURITIES

3. REPRESENTATIONS AND Custodian may (i) maintain possession of all or ACKNOWLEDGEMENTS any portion of the Securities, including possession in a foreign branch or other office of

3. 1. Power to Enter Agreement. Principal Custodian; or (i) retain, in accordance with this represents that, with respect to the Account, Paragraph 5 and Paragraph 6 of this Principal is authorized to enter into this Agreement, one or more Sub-Custodians to hold Agreement and to retain Custodian on the all or any portion of the Securities. Custodian terms and conditions and for the purposes and any Sub-Custodian may, in accordance with described herein. this Paragraph 5 and Paragraph 6 of this Agreement, deposit definitive or book-entry

3.2. Foreign Custody Manager. Custodian Securities with one or more Depositories. agrees to serve as Principal's "Foreign
Custody Manager" as defined in Rule 5.1. Identification of Securities. Custodian §270.17f-5(a)(3) of the Act, in respect of shall ensure the Securities are at all times Principal's Foreign Assets held from time to properly identified as being held for the time by Custodian with any Sub-Custodian appropriate Account. Custodian shall that is an Eligible Foreign Custodian or with separate the Securities from other securities any Eligible Securities Depository. owned by Custodian. Custodian shall not be required to separate Securities held for

3.3. Custodian's Sub-Agent Network. Principal from other securities or property Principal hereby acknowledges receiving held by Custodian for third parties as appropriate notice of Custodian's selection custodian or other representative capacity, of the use of those Eligible Foreign but Custodian shall maintain adequate Custodians and Eligible Securities records indicating that the Principal is the Depositories that are identified in Appendix beneficial owner of the Securities.

A of this Agreement, as appropriate and
amended from time to time. 5.2. Use of Depositories and Sub- Custodians. Custodian mav, in its

4. ESTABLISHMENT OF ACCOUNTS FOR discretion, deposit any Securities which, SECURITIES AND NON-CUSTODY ASSETS under applicable law, are eligible to be so deposited in a Depository or Sub-Custodian
Custodian shall open and maintain a separate account. Securities and Foreign Currencies Account or Accounts in the name of Principal held by a Sub-Custodian or Depository will and shall hold in such Account or Accounts, be held subject to the rules, terms, and subject to the provisions hereot, all Securities conditions of such securities markets or received by Custodian from Principal or for the securities depositories. If Custodian Account of Principal as Custodian, and to report deposits Securities with a Sub-Custodian or any Non-Custody Assets for consolidated Depository, Custodian shall maintain recordkeeping purposes only as agreed to by adequate records showing the identity and Custodian from time to time. Custodian, in its location of the Sub-Custodian or Depository, sole discretion, may reasonably refuse to accept the Securities held by the Sub-Custodian or any Security or Non-Custody Assets now or Depository and each account to which such hereafter delivered to Custodian for inclusion in Securities belong. With respect to the Account. Principal shall be notified promptly Securities that are held for Custodian or any of such refusal and any such property received Sub-Custodian at a Depository, as defined by Custodian shall be immediately returned to in §270.17f-4 of the Act, Custodian shall Principal. Custodian shall be under no duty to satisfy or cause the Sub-Custodian to satisfy take any action hereunder on behalf of the the requirements of §270.17f-4 of the Act.

Principal except as specifically set forth herein
or as may be specifically agreed to by Custodian 5.3. Use of Nominees. Custodian shall and the Principal in a written amendment hereto. have the right to hold or cause to be held all

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
Securities in the name of Custodian, or for 5.7. Transferability of Securities. Except any Sub-Custodian or Depository, or in the as otherwise provided under this Agreement name of a nominee of any of them as or as the parties may otherwise agree, Custodian shall determine to be appropriate Custodian shall ensure that (i) the Securities under the circumstances. will not be subject to any right, charge, security interest, lien, or claim of any kind in

5.4. Foreign Currency Deposits. favor of Custodian or any Sub-Custodian or Custodian may in accordance with any person claiming through any of them customary practices hold any currency in except for Custodian's expenses relating to which any cash is denominated on deposit, the Securities' safe custody or and effect transactions relating thereto, administration or other services made through an account with an affiliate of available under contractual agreements to Custodian, or Sub-Custodian or Depository Account by Custodian, and in the case of in the country where such currency is the cash deposits at an Eligible Foreign lawful currency or in other countries where Custodian, liens or rights in favor of the such currency may be lawfully held on creditors of the Eligible Foreign Custodian arising under bankruptcy, insolvency, or
similar laws, and (ii) the beneficial ownership

5.5. Transferability and Convertibility of of the Securities will be freely transferable Currency. Custodian shall have no liability without the payment of money or value other for any loss or damage arising from the than for safe custody or ad ministration. applicability of any law or regulation now or
hereafter in effect, or from the occurrence of 5.8. Access to Account Records. any event, which may affect the Principal or its designee, shall have access, transferability, convertibility, or availability of upon reasonable prior notice to Custodian, any currency in the countries where such during regular business hours to the books Foreign Accounts are maintained and in no and records relating to the Accounts, or shall event shall Custodian be obligated to be given confirmation of the contents of the substitute another currency for a currency books and records, maintained by Custodian whose transferability, convertibility, or or any Sub-Custodian holding securities availability has been affected by such law, hereunder to verify the accuracy of such regulation or event. To the extent that any books and records. Custodian shall notify such law, regulation or event imposes a cost Principal promptly of any applicable law or or charge upon Custodian in relation to the regulation in any country where Securities transferability, convertibility, or availability of are held that would restrict such access or any such currency, such cost or charge shall confirmation. be for the Account.

6. SELECTION AND MONITORING OF

5. 6. Delivery of Securities. If Principal or GLOBAL SUB-AGENT NETWORK Investment Manager directs Custodian to
deliver assets, certificates or other physical Upon written notice to Principal, as provided in evidence of ownership of Securities to any Subparagraph 6.3 of this Agreement, Custodian broker or other party, other than a Sub- may from time to time select one or more Sub- Custodian or Depository employed by Custodians and Eligible Foreign Custodians Custodian for purposes of maintaining the and, subject to the provisions of Subparagraph Account, Custodian's sole responsibility 6.5, one or more Eligible Securities shall be to exercise care and diligence in Depositories, to hold Securities hereunder. effecting the delivery as instructed by
Principal or Manager. Upon completion of 6.1. Governing Sub-Agent Agreement. the delivery, Custodian shall be discharged Any relationship Custodian establishes with completely of any further liability or an Eligible Foreign Custodian with respect to responsibility with respect to the Securities shall be governed by a written safekeeping and custody of Securities so contract providing for the reasonable care of Securities based on the standards specified
in Section §270.17f-5(c)(1) of the Act, and

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
including the provisions set forth in Sections identify the Eligible Foreign Custodian or §270.171-5(c)(2)(i)(A) through (F) of the Act, Eligible Securities Depository and shall or provisions which Custodian determines include reasonably available information provide the same or greater protection of relied on by Custodian in making the Principal's Securities. selection.

6.2. Sub-Agent Network Selection. 6.4. Monitoring of Sub-Agent Network.

Custodian shall monitor under its Monitoring-

6.2.1. Foreign Sub-Custodian. In System the appropriateness of the selecting an Eligible Foreign Custodian continued custody or maintenance of on behalf of Custodian, the Sub- Principal's Securities with each Sub- Custodian shall exercise reasonable Custodian and their Global Network of care, prudence and diligence and shall Eligible Foreign Custodian or Eligible consider whether the Securities will be Securities Depository. subject to reasonable care, based on
the standards applicable to custodians 6.4.1. Custodian shall evaluate and in the relevant market, including (i) the determine at least annually the Eligible Foreign Custodian's practices, continued eligibility of its Sub-Custodian procedures, and internal controls, and each Eligible Foreign Custodian including, but not limited to, the physical and Eligible Securities Depository protections available for certificated approved by Principal to act as such securities (if applicable), the method of hereunder. In discharging this keeping custodial records, and the responsibility, Custodian shall (i) monitor security and data protection practices; on a continuing basis the services and (il) the Eligible Foreign Custodian's reports provided by its Sub-Custodian financial strength, general reputation for each of its Eligible Foreign and standing in the country in which it is Custodians or Eligible Securities located, its ability to provide efficiently Depositories; (ii) at least annually, the custodial services required, and the obtain and review the periodic reports relative cost of such services; and, (iii) published by its Sub-Custodian whether the Eligible Foreign Custodian confirming the Sub-Custodian's review has branch offices in the United States, of the continued eligibility of each or consents to service of process in the Foreign Sub-Custodian and Foreign United States, in order to facilitate Securities Depository; and (iii) review jurisdiction over and enforcement of periodic reports related to the Sub- judgments against it. Custodian's periodic physical
inspections of the operations of each

6.2.2. Securities Depository. In Eligible Foreign Custodian or Eligible selecting an Eligible Securities Securities Depository as deemed Depository, Custodian shall exercise appropriate.
reasonable care, prudence, and
diligence in evaluating the custody risks 6.4.2. Custodian shall provide to the associated with maintaining Securities Board annually and at such other times with the Eligible Securities Depository as the Board may reasonably request under Custodian's custody based on the circumstances of the arrangements with any relevant Eligible Principal's foreign custody Foreign Custodian and the Eligible arrangements, written reports notifying Securities Depository. the Board of the placement of Securities of Principal with a particular Sub-

6.3. Notices to Principal. Custodian shall Custodian or a particular foreign Eligible give written notice to Principal of the deposit Foreign Custodian within a Foreign of Securities with an Eligible Foreign Market or an Emerging Market and of Custodian or, directly or through an Eligible any material change in the Foreign Sub-Custodian, with an Eligible arrangements (including any material Securities Depository. The notice shall changes in any contracts governing

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
such arrangements or any material not consistent with prevailing market changes in the established practices or practices in the relevant market; provided procedures of Depositories) with respect however, that Custodian shall notify to Securities of the Principal held by the Principal if Principal has directed a trade in a Eligible Foreign Custodian. market containing a Compulsory Depository, so Principal and Investment Manager, if any,

6.4.3. If Custodian determines that (i) shall have an opportunity to determine the any Eligible Foreign Custodian or appropriateness of investing in such market.

Eligible Securities Depository no longer
satisfies the applicable requirements 6. 6. Assessment of Custody Risk. described in Subparagraph 1.6 of this Principal and Custodian agree that, for Agreement (in the case of an Eligible purposes of this Paragraph 6, Custodian's Foreign Custodian) or Subparagraph 1.7 determination of appropriateness shall only of this Agreement (in the case of an include custody risk, and shall not include Eligible Securities Depository); or, (ii) any evaluation of "country risk" or systemic any Eligible Foreign Custodian or risk associated with the investment or Eligible Securities Depository is holding of assets in a particular country or otherwise no longer capable or qualified market, including, but not limited to (i) the to perform the functions contemplated use of Compulsory Depositories; (ii) the herein; or, (iii) any change in a contract country's or market's financial infrastructure; with a Eligible Foreign Custodian or any (iii) the country's or market's prevailing change in established Eligible Securities custody and settlement practices; (iv) risk of Depository or market practices or nationalization, expropriation or other procedures shali cause a custody governmental actions; (v) regulation of the arrangement to no longer meet the banking or securities industries; (vi) currency requirements of the Act, Custodian shall controls, restrictions, devaluation or promptly give written notice thereof to fluctuation; and (vii) country or market Principal. The notice shail either conditions which may affect the orderly indicate Custodian's intention to transfer execution of securities transactions or affect Securities held by the removed Eligible the value of the transactions. Principal and Foreign Custodian or Eligible Securities Custodian further agree that the evaluation Depository to another Eligible Foreign of any such country and systemic risks shall Custodian or Eligible Securities be solely the responsibility of Principal and Depository previously identified to the Investment Manager.

Principal, or include a notice pursuant to
Subparagraph 6.3 of this Agreement of 7. TRANSACTIONS
Custodian's intention to deposit
Securities with a new Eligible Foreign 7.1. Instructions and Immediately Custodian or Eligible Securities Available Funds. Principal, or where Depository, in either instance such applicable, the Investment Manager, is transfer of Securities to be effected as responsible for ensuring that Custodian soon as reasonably practical. receives timely instructions and sufficient immediately available funds for all

6.5. Compulsory Depositories. transactions by such time and date as Notwithstanding the foregoing conditions in the relevant market dictates. subparagraphs of this Paragraph 6, As used herein, "sufficient immediately Custodian shall have no responsibility for available funds" shall mean either (i) the selection or monitoring of any Eligible sufficient cash denominated in the currency Securities Depository or Eligible Securities of Principal's home jurisdiction to purchase Depository's agent ("Compulsory the necessary foreign currency, or (i) Depository") (i) the use of which is sufficient applicable foreign currency, to mandated by law or regulation; (ii) because settle the transaction. If Custodian does not securities cannot be withdrawn from the receive such timely instructions and/or depository; or (iii) because maintaining immediately available funds, Custodian shall securities outside the securities depository is have no liability of any kind to any person,

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
including Principal, for failing to effect this subparagraph and as provided herein. settlement. However, Custodian shall use Custodian shall have no liability of any kind reasonable efforts to effect settlement as to any person, including Principal, if soon as possible after receipt of appropriate Custodian is unable to settle a purchase or instructions. Unless otherwise specified by sale because the Account does not contain Principal or Manager, foreign exchange sufficient funds, or if Custodian effects transactions will be processed according to payment on behalf of the Account, and the the instructions in Appendix B as settler or broker specified by Manager fails appropriate and amended from time to time. to deliver the Securities purchased Custodian shall exercise such ordinary care

7.2. Customary or Established Settlement and diligence as would be employed by a Practices. Principal and Manager reasonably prudent custodian in examining acknowledge settlement of and payment for and verifying the certificates or other indicia Securities received for and delivered from of ownership of the Securities purchased the Account may be made in accordance before accepting them, except with respect with the customary or established securities to assets described in Paragraph 7.7. trading and securities processing practices
in the market in which the transaction 7.6. Sales. Custodian shall settie sales by occurs. Principal understands that when delivering certificates or other indicia of Custodian is instructed to deliver Foreign ownership of the Securities, and as Securities or Foreign Currencies against instructed, shall receive cashfor such sales. payment, delivery of such Foreign Securities Custodian shall have no liability of any kind and Foreign Currencies and receipt of to any person, including Principal, if payment therefore may not be completed Custodian exercises due diligence and simultaneously. Principal assumes full delivers such certificates or indicia of responsibility for all credit risks involved in ownership and the purchaser or broker fails connection with Custodian's delivery of to effect payment.

Foreign Securities or Foreign Currencies
pursuant to instructions of Principal or 7.7. Depository Settlement. If a purchase Manager. or sale is settled through a Sub-Custodian or
Depository, Custodian shall exercise such

7.3. Additions to and Withdrawals from ordinary care and diligence as would be Account. Custodian shall make al! employed by a reasonably prudent additions and withdrawals of Securities to custodian in verifying proper consummation and from this Account only upon receipt of of the transaction by the Sub-Custodian or and pursuant to written instructions from Depository.

Principal or Manager and in accordance with
Custodian's procedures. Principal 7.8. Income and Principal. Custodian or its acknowledges Authorized Agents are designated Sub-Agents are authorized, as permitted to process shareholder movement Principal's agent, to surrender against and fund expenses, without prior approval payment maturing obligations and by Principal or Manager. obligations called for redemption, and to collect and receive payments of interest and

7.4. Purchase or Sales. Principal or principal, dividends, warrants, and other Manager from time to time may instruct things of value in connection with Securities.

Custodian regarding the purchase or sale of Absent written instructions from Principal or Securities in accordance with this Paragraph Manager, funds will remain in the currency of collection upon receipt of payment.

7.5. Purchases. Provided the Account 7.8.1. Custodian shall collect the income contains sufficient funds, Custodian shall when paid on Securities and credit to settle purchases by charging the Account the Account or invest it in a cash with the amount necessary to make the management vehicle which Custodian purchase and effecting payment to the seller makes available and Principal or or broker for the Securities as provided in Manager designates from time to time.

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG

7.8.2. Custodian shall collect principal of Principal by any taxing authority or to obtain Securities when paid on maturity, or provide information relating thereto, and redemption, sale or otherwise and credit shall have no obligation or liability with to the Account or invest it in a cash respect to such tax obligations. management vehicle which Custodian
makes available and Principal or 7.11. Foreign Tax Reclamation. Custodian Manager designates from time to time. shall use reasonable efforts to obtain refunds of taxes withheld on Foreign

7.9. Foreign Currency Transactions. At Securities or the income thereof that are the direction of Principal or Manager, as the available under applicable tax laws, treaties case may be, Custodian shall convert and regulations subject to Principal's currency in the Account to other currencies provision of all documentation and through customary channels including, certifications as required by U.S. and foreign without limitation, Custodian or any of its tax authorities to establish the eligibility of affiliates or Sub-Custodian Network, as shall Principal for tax reclamation under be necessary to effect any transaction applicable law or treaty. Principal hereby directed by Principal or Manager. If agrees to indemnify and hold harmless Principal or Manager gives Custodian Custodian and its agents in respect to any standing instructions to execute foreign liability arising from any underwithholding or currency exchange transactions on underpayment of any tax which results from Principal's behalf, such transactions wili be the inaccuracy or invalidity of any such performed in accordance with the FX forms or other documentation, and such Standing Instructions Defined Spread obligation to indemnify shall be a continuing Program Description as amended from time obligation of Principal, its successor and assignees, notwithstanding the termination
of this Agreement. Custodian is authorized

7.10. Taxes. Custodian shall pay or cause to disclose any information required by any to be paid from the Account all taxes and such tax or other governmental authority in levies in the nature of taxes imposed on the relation to processing any claim for Account or the Foreign Securities thereof by exemption from or reduction or refund of any any country. Custodian will use reasonable taxes relating to the Principal's transactions efforts to give the Principal or Manager, as and holdings. the case may be, advance notice of the
imposition of such taxes. Custodian shall 7.12. Collection Obligations. Custodian have no responsibility or liability for any shall diligently collect income and principal obligations now or hereafter imposed on the of Securities which Custodian has received Principal or Custodian as custodian of the actual notice in accordance with normal Principal by the tax law of the United States industry practices. However, Custodian or of any state or political subdivision thereof shall be under no obligation or duty to take or any foreign jurisdiction. The sole any action to effect collection of any amount responsibilities of Custodian with regard to if the Securities up on which such amount is such tax law shall be to use reasonable payable is in default, or if payment is refused efforts to effect the withholding of lo cal taxes after due demand. Custodian shall notify and related charges with regard to market Principal and Manager promptly of such entitlement/payment in accordance with default or refusal to pay. Custodian shall local law and subject to local market practice have no duty to file or pursue any or custom and to assist Principal with bankruptcy or class action claims with respect to any claim for exemption or refund respect to Account, unless indemnified by under the tax law of countries for which Principal in manner and amount satisfactory Principal has provided such information. to Custodian provided, however, unless Except as specifically provided in this Principal directs otherwise, Custodian will Agreement or otherwise agreed to in writing use its best efforts to file claims in class by Custodian, Custodian shall have no actions and pay any recovery to account, independent obligation to determine the tax net of Custodian's fees as disclosed in the obligations now or hereafter imposed on fee schedule.

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7.13. Capital Changes. Custodian may, 8. NON-CUSTODY ASSETS without further instruction from Principal or
Manager, exchange temporary certificates 8.1. Consolidated Recordkeeping and may surrender and exchange Securities Services. Custodian may provide for other securities in connection with any consolidated recordkeeping services for reorganization, recapitalization or similar Non-Custody Assets as indicated by transaction in which the owner of the Principal. Non-Custody Assets shall be Securities is not given an option. Custodian designated on Custodian's books as "Held has no responsibility to effect any such Away," "Shares Not Held" or by similar exchange unless it has received notice of characterization. Principal acknowledges the event permitting or requiring such and agrees that it shall have no security exchange at the office of Custodian's entitlement against Custodian with respect designated agents. to Non-Custody Assets, that Custodian may rely, without independent verification, on

7.14. Fractional Interest. Custodian shall information provided by Principal, Manager, sell or distribute all stock distributed by a Valuation Agent or an appropriate corporation as a dividend, stock split, or Authorized Agent regarding Non-Custody otherwise, unless otherwise instructed. Asset descriptions and other relevant information. Custodian shall have no

7.15. Delivery of Instructions and Funds. responsibility whatsoever with respect to Instructions and Funds shall be directed to Non-Custody Assets or the accuracy of any Custodian or Sub-Custodian, as applicable information maintained on Custodian's with respect to the foregoing. books or set forth on account statements concerning Non-Custody Assets. Principal

7.16. Deposit of Monies. If Principal is a acknowledges and agrees any account political subdivision of a state of the United statement or report generated by Custodian States ("State") other than California, for Accounts holding Non-Custody Assets Principal hereby waives security, if security are not to be relied upon by Principal, is required by the laws of the State, for that Manager, Valuation Agent, their respective portion of the total amount of cash held in agents, current or potential investors for the Account which is insured pursuant to valuation, reporting, or disclosure purposes federal law and Principal and Custodian in furtherance of Principal's ongoing agree that cash held in the Account includes regulatory or statutory obligations. funds held pursuant to Section 7.8 hereof
and any moneys which Principal instructs 8.2. Recognition of Non-Custody Assets.

Custodian to hold uninvested or to deposit in Notwithstanding any other provision in this MUFG Union Bank, N.A deposit accounts Agreement, Custodian's sole duty and or certificates of deposit. If Principal is a responsibility with respect to each Non- political subdivision of the State of Custody Asset shall be to list each Non- California, it has either (i) previously entered Custody Asset on the asset statement at the into a Contract for Deposit of Moneys last known price provided by Valuation (Deposit Contract") with MUFG Union Agent or at zero value pursuant to Bank, N.A. and a copy of the executed Subparagraph 8.9 below. contract is attached hereto; or (ii) will
execute and deliver to Custodian a Deposit 8.3. Identification of Non-Custody Assets.

Contract in the form attached hereto. The Custodian shall have no duty or obligation to parties agree that the Deposit Contract shall hold, verify or perfect title or ownership to apply to any moneys deposited by Principal any Non-Custody Asset, review or make with Custodian and any cash held in the recommendations as to the disposition of Account pursuant to Section 7.8 hereof and such Non-Custody Asset or to authenticate any moneys which Princioa instructs the existence, value, or nature of any Non- Custodian to hold uninvested or to deposit in Custody Asset.

MUFG Union Bank, N.A. deposit accounts
or certificates of deposit. 8.4. Instructions. Principal represents that for each and every Non-Custody Asset

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
transaction, the documentation has been or Agents meet any and all required will be prepared to the satisfaction of accreditation or other standards needed Principal, Manager and Custodian as to invest in any Non-Custody Asset and appropriate, and Custodian will not be held that no license of any nature or consent in any way responsiblefor any of the by any governmental entity is required in provisions of any documentation nor for any connection with the ownership of any aspect of the closing of any Non-Custody Non-Custody Asset.

Asset transaction other than as directed in
writing by Principal, Manager, Authorized 8.8.3. Investment Due Diligence.

Agents or other duly appointed authorized Principal hereby represents that agents herein. Principal, Manager or Authorized Agent
has completed such due diligence as

8.5. Income and Other Payments. Any needed to confirm the value and interest, dividends, rents, royalties or other substance of each and every Non- payments that may be received by Custody Asset, including, but not limited Custodian in the Account with respect to to any credit questions regarding any Non-Custody Assets shall be maintained in Non-Custody Asset. Principal confirms the Account until invested or otherwise that Principal is fully responsible for any disposed of pursuant to written instructions matters which may arise in regard to from Principal, Manager or Authorized any Non-Custody Asset.

Agent, or otherwise directed in accordance
with the Agreement. 8.9. Accounting and Reporting of Non- Custody Assets

8.6. Use of Sub-Custodian's System.

Upon written notice to Principal and where 8.9.1. Valuation at Zero. Non-Custody appropriate as determined by Custodian, Assets will be listed on the account Custodian may utilize the record keeping statement by Custodian at zero value, system of its Sub-Custodian to account for such value which Principal agrees is certain transactions related to Non-Custody reported for recordkeeping purposes Assets. Notwithstanding Custodian's use of only and not an indication of any market Sub-Custodian's record keeping system. value. In its absolute discretion, Custodian shall provide Principal and/or Custodian may agree to report certain Authorized Agents consolidated reports of Non-Custody Assets at a value other all Non-Custody Assets. than zero, provided such value is submitted by a Valuation Agent

8.7. Collection Obligations. Custodian accompanied by appropriate shall have no duty or obligation to make documentation acceptablé to and demand or to take any action to effect received by Custodian within a stated collection of any payments that may become period of time. Principal acknowledges due and shall not be required to notify Custodian shall have no independent Principal, Manager or Authorized Agent of duty or obligation to verify or ascertain any default or refusal to pay. the value or to request or obtain valuation updates on any Non-Custody

8.8. Representations and Warranties as Asset, except as agreed to by Custodian to Non-Custody Assets in writing from time to time.

8.8.1. Investment Authority. Principal, 8.9.2. Transaction Accounting.

Manager or Authorized Agent will retain Custodian shall have no duty or full investment authority over all Non- obligation to provide Principal or Custody Assets pursuant to the Authorized Agent with a separate provision of this Agreement. accounting for payments or receipts or to allocate such receipts between

8.8.2 Investment Accreditation. principal and income. For certain Non- Principal hereby certifies to Custodian Custody Assets, Custodian shall use that Principal, Manager and Authorized Sub-Custodian's record keeping system

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
upon proper notice to Principal as 10.2. Emerging Market Settlement Dates. provided herein under Paragraph 8 of Notwithstanding the foregoing Paragraph this Agreement. 10.1, Principal understands and agrees that settlement of Securities transactions is

8.9.3. Limited Power of Attorney. The available only on settlement date basis in limited power of attorney granted by certain Emerging Markets, which are Principal to Custodian in this Agreement identified in Appendix A, as appropriate and shall not apply to the Non-Custody amended from time to time.

Assets.

10.2.1. Cash Deposits. For Emerging

9. PLEDGE OF SECURITIES Markets with restricted settlement conditions, cash of any currency
Principal shall inform Custodian in writing in deposited or delivered to the Account the event that Principal has pledged any shall be available for use by Principal or Property held in the Account as collateral Investment Manager only on the ("Pledged Collateral") for any loan or business day on which actual receipt of advance ("Secured Obligation") made to final payment and funds of good value Principal by any lender designated by are available to Sub-Custodian in the Principal ("Secured Party"). Custodian may Account.
enter into documentation with Principal
and/or Secured Party that is acceptable to 10.2.2 Securities. For Emerging Custodian, including without limitation a Markets with restricted settlement securities account control agreement. conditions, Securities deposited or Custodian shall segregate and identify delivered to the Account shall be Property subject to any such pledge in its available for use by Principal or records as pledged and otherwise act in Investment Manager only on the accordance with the terms of any such business day on which such Securities documentation to which it has agreed. are held in the nominee name or are otherwise subject to the control of, and

10. CREDITS TO ACCOUNT RELATING TO in a form for good delivery by, the Sub- SECURITIES Custodian.

10.1. Payment. Custodian may, as a matter 11. OVERDRAFT AND INDEBTEDNESS of bookkeeping convenience or by separate
agreement with the Principal, credit the 11.1. Advance Funds. Custodian, in its account with the proceeds from the sale, sole discretion, may advance funds to or for redemption or other disposition of Securities the benefit of Account in connection with the or interest or dividends or other distributions settlement of securities or currency payable on Securities prior to its actual transactions or other activity in the Account receipt of final payment; therefore, all such including overdrafts or other indebtedness credits shall be conditional until Custodian's incurred in connection with the Account actual receipt of final payment and may be transactions. Principal agrees to reimburse reversed by Custodian to the extent that Custodian on demand the amount of the final payment is not received. Payment with advance or overdraft and any related fees respect to a transaction will not be final until and interest as established in Custodian's Custodian receives immediately available fee schedule or as otherwise established by funds under which applicable local law, rule Custodian. Principal will bear the risk from and/or practice are irreversible and not any currency valuation differences subject to any security interest, levy or other associated with Principal's reimbursement encumbrance, and which are specifically obligations to Custodian. Custodian shall applicable to such transaction. Principal also have the right to utilize any cash in the acknowledges and agrees that any currency Account in order to obtain reimbursement risk associated with such credits will be hereunder and to setoff Custodian's borne by Principal. obligations with respect to any deposits or

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
credit balances in the Account against any until Custodian has received timely and obligation of Principal hereunder. appropriate instructions from Principal or Manager. Principal or Manager is

11.2. Pledge of Accounts to Secure responsible to ensure all required Repayment. To the extent permissible by documentation and funds are available to applicable law, in order to secure repayment Custodian and its agents as required under of Account's obligations to Custodian the terms of the offer or by legal jurisdiction hereunder, Principal hereby pledges and in order for Custodian and its agent to take grants to Custodian a continuing lien and action on behalf of Account. security interest in, and right of set-off
against, all of Principal's right, title and 12.2. Proxies. Custodian shall forward to interest in and to all Accounts in Principal's Manager or Principal, as directed, all proxies name and the Securities, money and other and accompanying material actually property now or hereafter held in such received by Custodian's Sub-Custodian Accounts (including proceeds thereof), relating to Securities held in the Account. provided however, that if Principal is Principal and Manager acknowledge that comprised of more than one entity, proxy services are limited in foreign markets Custodian's rights under this subparagraph and Custodian's sole responsibility with shall be limited to the cash, Property or respect to such proxy materials will be to proceeds thereof held in the Account(s) as forward the proxy and accompanying to which the advance or overdraft relates. In material received by Custodian's Sub- this regard, Custodian shall be entitled to all Custodian to Principal or Manager. the rights and remedies of a pledgee and Custodian shall have no duty to transiate or secured creditor under applicable laws, rules retain any material received unless required or regulations as then in effect. Principal to do so by law. authorizes Custodian, in Custodian's sole
discretion, at any time to charge any 12.2. 1. Proxies related to Non- overdraft or indebtedness, together with Custody Assets. Notwithstanding any interest due thereon, against any balance of provision in this Agreement, Custodian account standing to the credit of Principal on shall have no duty to forward to Custodian's books. In addition, Custodian Principal or Authorized Agent any shall be entitled to utilize available cash and notices, correspondence or other to dispose of such Principal's Property to the communication it may receive relating to extent necessary to obtain reimbursement. any Non-Custody Asset other than proxies, corporate actions and other

12. CORPORATE ACTIONS, PROXIES AND notices from partnerships and other LITERATURE RELATING TO SECURITIES limited liability entities that are actually delivered to Custodian. Custodian shall

12.1. Corporate Actions. Custodian shall have no duty or obligation to take any notify Manager of the receipt of notices of action of any kind with respect to any redemptions, conversions, exchanges, calls, Non-Custody Asset. Custodian's duties puts, subscription rights, and scrip as to any Non-Custody Asset shall be documents ("Corporate Action(s)"). limited to those under Paragraph 8.

Custodian need not monitor financiall
publications for notices of Corporate Actions 12.3. Corporate Literature. Custodian and shall not be obligated to take any action shall have no duty to forward or to retain any unless actual notice has been received by other corporate material received by Custodian at the offices of its Sub- Custodian for the Account unless required to Custodian. Custodian's sole responsibility in do so by law. Custodian shall have no duty this regard shall be to give such notices to to translate or retain any material received Principal or Investment Manager, as the from its Global Sub-Agent Network unless case may be, within a reasonable time after required to do so by law.

Custodian receives them. Custodian has no
responsibility to respond or otherwise act 12.4. Disclosure to Issuers of Securities. with respect to any such notice unless and Unless Principal directs Custodian in writing

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
to the contrary, Principal agrees that person is to be added or deleted from the Custodian or its Sub-Custodian or its Sub- listing. If Principal, Manager, Authorized Agents may disclose the name and address Agent, and Valuation Agent elects to give of the party with the authority to vote the Custodian Instructions using Electronic proxies of the Securities held in this Account Means and Custodian in its discretion elects as well as the number of shares held, to any to act upon such Instructions, Custodian's issuer of said Securities or its agents upon understanding of such Instructions shall be the written request of such issuer or agent in deemed controlling. Principal understands conformity with the provisions of the and agrees that Custodian cannot determine applicable law. Principal acknowledges that the identity of the actual sender of such Custodian or its Sub-Custodian or its Sub- Instructions and that Custodian shall Agents may be required under jurisdictional conclusively presume that directions that law to disclose to issuers beneficial owner purport to have been sent by an Authorized information regardless of Principal's Officer listed on the incumbency certificate instructions otherwise. provided to Custodian have been sent by such Authorized Officer. Principal,

13. INSTRUCTIONS Manager, Authorized Agent, and Valuation Agent shall be responsible for ensuring that

13.1. Written. All instructions, directions, only Authorized Officers transmit such and other notices to Custodian from Instructions to Custodian and that Principal Principal, Manager, Authorized Agent, and Manager and all Authorized Officers are Valuation Agent, and other duly authorized solely responsible to safeguard the use and agents, except those described in confidentiality of applicable user and Paragraph 7, given in connection with this authorization codes, passwords and/or Agreement ('Instructions") shall be in authentication keys upon receipt by writing, and shall continue in force until Principal, Manager, Authorized Agent, changed by subsequent instructions. As Valuation Agent, and other duly authorized used herein, written Instructions include agents. Pending receipt of written authority, Instructions which may be electronically Custodian may in its absolute discretion at executed pursuant to the Federal Electronic any time, accept orally transmitted Signatures in Global and National instructions from Principal, Manager, Commerce Act ("E-Sign Act") delivered via: Authorized Agent, or Valuation Agent (i) e-mail instructions/communications with provided Custodian believes in good faith an affixed Adobe Digital Signature mark, (ii) that the instructions are genuine and in such facsimile transmission or email with an circumstance, Principal, Manager, imaged or scanned attachment (in portable Authorized Agent, and Valuation Agent shall document or similar format or other similar promptly confirm such instructions in writing electronic transmission (receipt confirmed), orby Electronic Means. Principal will hold or (iii) secure electronic transmission Custodian harmless for the failure of any containing applicable authorization codes, authorized party to send confirmation in passwords and/or authentication keys writing to Custodian in a timely manner, the issued by Custodian, or another method or failure of such confirmation to conform to the system specified by Custodian, as available telephone instructions received or for use in connection with its services Custodian's failure to produce such hereunder ("Electronic Means"); provided, confirmation at any subsequent time. Only however, that Principal, Manager, those individuals as may be designated as Authorized Agent, and Valuation Agent shall described above are authorized to give provide to Custodian an incumbency instructions as described in this Agreement. certificate listing officers with the authority to
provide such Instructions ("Authorized 13.2. Reliance on Instructions. Except as Officers") and containing specimen otherwise provided herein, all Instructions signatures of such Authorized Officers, shall be in writing as described in Paragraph which incumbency certificate shall be 13.1 and shall continue in force until amended by Principal, Manager, Authorized changed by subsequent instructions.

Agent, and Valuation Agent whenever a Custodian may assume that any written or

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE)(002) • MUFG
oral instructions received hereunder are any counsel retained by Custodian with prior consistent with the provisions of notice to Principal.
organizational documents of the Principal or
of any vote, resolution or proceeding of the 14.3. Conflicting Advice. In the event of a Principal's board of directors or the conflict between directions or advice or oral Principal's shareholders, unless and until instructions or written instructions Custodian Custodian receives written instructions to receives from the Principal, Manager, the contrary. Custodian shall not be liable for Authorized Agent, and Valuation Agent, and any losses, costs or expenses arising the advice it receives from counsel, directly or indirectly from Custodian's Custodian shall be entitled to rely upon and reliance upon and compliance with such follow the advice of counsel.

Instructions notwithstanding such directions
conflict or are inconsistent with a 14.4. Protection of Custodian. Custodian subsequent written instruction. Principal shall be indemnified by Principal and without agrees: (i) to assume all risks arising out of liability for any action Custodian takes or the use of Electronic Means to submit does not take in reliance upon directions or Instructions to Custodian, including without advice or oral instructions or written limitation the risk of Custodian acting on instructions Custodian receives from or on unauthorized Instructions, and the risk of behalf of the Principal, or from counsel and interception and misuse by third parties; (i) which Custodian believes, in good faith, to that it is fully informed of the protections and be consistent with those directions or advice risks associated with the various methods of or oral instructions or written instructions. transmitting Instructions to Custodian and Nothing in this paragraph shall be construed that there may be more secure methods of so as to impose an obligation upon transmitting Instructions than the method(s) Custodian (i) to seek such directions or selected by Principal, Manager, Authorized advice or oral instructions or written Agent, Valuation Agent, and other instructions, or (ii) to act in accordance with authorized agents; (iii) that the security such directions or advice or oral instructions procedures (if any) to be followed in or written instructions. connection with its transmission of
instructions provide a commercially 15. ACCOUNTING AND REPORTING OF reasonable degree of protection in light of its SECURITIES particular needs and circumstances; and (iv)
to notify Custodian immediately upon 15.1. Cost and Nominal Value, Principal learning of any compromise or unauthorized agrees to furnish Custodian with the income use of the security procedures. tax cost basis and dates of acquisition of all Securities held in the Account to be carried

14. RIGHT TO RECEIVE ADVICE on its records. If Principal does not furnish such information, Custodian shall carry the

14.1. Advice of the Principal. If Custodian Securities at any such nominal value it is in doubtas to any action it should or determines, such value to be for should not take under this Agreement, bookkeeping purposes only. All statements Custodian may request directions or advice, and reporting of any matters requiring this including oral instructions or written information will use this nominal value. instructions, from the Principal or Manager. Custodian shall have no duty to verify the accuracy of the cost basis and dates of

14.2. Advice of Counsel. If Custodian shall acquisition furnished by Principal. Securities be in doubt as to any question of law purchased in the Account shall be carried at pertaining to any action it should or should
not take, Custodian may request advice
from counsel of its own choosing (who may 15.2. Valuations. To the extent that be counsel for the Principal, Manager or Custodian has agreed to provide pricing or Custodian, at the option of Custodian). other information services, Custodian is Principal shall pay the reasonable cost of authorized to utilize any vendor (including brokers and dealers of Securities and pricing

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services embedded in Custodian's securities statement within thirty (30) days of its processing or accounting systems) receipt, and, if no written objections are reasonably believed by Custodian to be received within the thirty (30) day period, reliable to provide such information. such Account statement of Account shall Principal understands that certain pricing be deemed approved. information with respect to complex financial
instruments including, without limitation, Principal acknowledges and agrees that derivatives, may be based on calculated if Custodian's online service is selected, amounts rather than actual market paper statements will be provided only transactions and may not reflect actual upon request and that Custodian's online market values, and that the variance statements, trade confirms and related between such calculated amounts and online communications satisfy all of actual market values may or may not be Custodian's existing legal and contractual material. Where pricing vendors used by obligations to provide statements, reports Custodian do not provide information for and confirmations with respect to the Securities, a qualified party may advise account. Printed trade confirmations for Custodian regarding the fair market value of, trades effected by Custodian will be or provide other information with respect to, available upon request and at no such held Securities. If such information is additional cost. Principal and Manager not available, Custodian shall use the cost may request printed trade confirmations or nominal value for such Securities, solely for other securities transactions from the for administrative convenience. Custodian broker through which they direct such shali not be liable for any loss, damage or trades.
expense incurred as a result of errors or
omissions with respect to any pricing or 15.5. Shared Data. For the purpose of other information utilized by Custodian operational efficiencies, including without hereunder and shall have no responsibility limitation, trade settlement, proxy voting, or duty to ascertain or authenticate the value trade reconciliation, performance reporting, of pricing applied to any such Security. on-line access and the like, Custodian, upon direction of the Principal's appointed

15.3. Activity Reports. Custodian shall Manager, on occasion may send electronic provide access to Principal, Manager, trade, holdings, and or Principal's Authorized Agents Valuation Agent, and information to third party vendors ("TV") other persons authorized by Principal to who are agents of the aforementioned advices of transactions and other Manager. Principal's appointed Manager is information regarding the Account by means responsible for any due diligence and of Custodian's online system. monitoring of TPV with whom they have contracted and Custodian shall have no

15.4. Statements. Custodian shall obligation to do so.
provide Principal, Manager, and other
Authorized Agents with copies of Account 16. USE OF OTHER BANK SERVICES statements and other reports periodically
via paper delivery or electronically by 16.1. Mutual Fund Investments. Principal means of Custodian's online service or or Manager may direct Custodian to invest as otherwise as agreed to by Principal cash balances carried in the Account in any and Custodian showing all income and mutual fund available in the market as principal transactions and cash positions, permitted by law. These investment and a list of Property. Principal and directions may include, but are not limited to, Manager are responsible for providing money market mutual funds or long equity Custodian with accurate and updated and fixed income mutual funds. Suchfunds contact information for themselves and may be sub-advised by an affiliate or their respective agents, to allow subsidiary of Custodian and/or for which Custodian to deliver Account statements Custodian may also act as the mutual fund's in a timely manner. Principal may custodian and/or provide other services for approve or disapprove any such Account the mutual fund. Principal or Manager shall

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
designate the particular mutual fund that Paragraph 16.2, which are in addition to Principal or Manager deems appropriate for the compensation which Custodian the Account. Principal hereby receives for administering the Account. acknowledges that Custodian or its affiliate
or subsidiary will receive fees for such 16.3. Interest Bearing Deposits. Principal services which are in addition to those fees or Manager may direct that assets of the charged by Custodian as agent for the Account be invested in deposits with Principal's custody Account. Custodian, affiliates or Sub-Custodian as a sweep vehicle or other deposit held in

16.2. Foreign Exchange. Custodian makes Custodian's nominee namefor the benefit of available to Principal or Manager foreign its clients. Principal and Manager exchange services directly with Custodian or acknowledge deposits at MUFG Union through Custodian's Sub-Custodian to Bank, N.A. are covered by FDIC insurance convert currencies in conjunction with up to the designated value in effect for each transactions in the Principal's Account under beneficial owner. Principal and Manager direction provided in Appendix B, as acknowiedge deposits at affiliates, existing amended from time to time. Principal now or in the future, are not subject to FDIC acknowledges that Custodian is the
counterparty with respect to foreign
exchange transactions provided under the 16.4. Other Transaction Services. Principal Standing Instructions Defined Spread or Manager may direct Custodian to utilize Service ("Defined Spread Service) with for the Account other services or facilities Custodian's Sub-Custodian and are subject provided by Custodian, its subsidiaries or to Paragraph 6 of this Agreement. affiliates. Such services may include, but are not limited to the placing of orders for

16.2.1. Standing Instructions Defined the purchase or sale of units or shares of Spread Service. Foreign currency any registered investment company, exchanges offered under the Defined including such registered investment Spread Service are directed to company to which Custodian, MUFG Custodian's Sub-Custodian or, for Americas Holdings Corporation, or their markets with currency restrictions, to the subsidiaries or affiliates, manage, provide local market Sub-Agent. Both services investment advice, act as custodian or may be amended from time to time. provide other services.

16.2.2 Direct with Custodian's 16.5. Credit Facilities. Custodian may, in Institutional Banking & Markets. accordance with its commercial lending Principal or Manager may elect to have practices, enter into a credit facility with foreign currency exchanges provided Principal for use with the operation of the under separate agreement with Account. Such credit facility will be agreed Custodian's Institutional Banking & to under separate agreement and subject to Markets and performed in accordance the terms and conditions, therein: Principal with Custodian's Foreign Exchange acknowledges that any such credit facility is Agreement. subject to the lien provisions of Paragraph

11.2 of this Agreement.

Principal acknowledges that (i) Principal
or Manager is not obligated to effect 17. CUSTODIAN'S RESPONSIBILITIES AND foreign currency exchange with LIABILITIES
Custodian or Custodian's Sub-
Custodian, (ii) Custodian will make 17.1. Standard of Care. In performing the available the relevant data so that responsibilities delegated to it under this Principal or Manager, as the case may Agreement, Custodian agrees to exercise be, can independently monitor foreign reasonable care and shall not be liable for exchange activities, and (iii) Custodian any damages arising out of Custodian's will receive benefits for such foreign performance of or failure to perform its currency transactions as defined in duties under this Agreement except to the

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
extent that damages arise directly out of 17.4.2 With respect to legal proceedings, Custodian's willful misconduct or gross Custodian may consult with counsel negligence. acceptableto it after written notification
to Principal concerning its duties and

17.2. Investment Authority. The parties responsibilities under this Agreement, intend and acknowledge that Custodian and shall not be liable for any action shall not be considered a fiduciary of the taken or not taken in good faith on the Account. advice of such counsel.

17.3. Insurance and Force Majeure. 17.4.3. To the extent permissible by law Without limiting the generality of Paragraph or regulation and upon Principal's

17.1 or of any other provision of this request, the Principal shall be Agreement, Custodian shall not be liable so subrogated to the rights of Custodian long as and to the extent that it exercises with respect to any claim for any loss, reasonable care, for any defect in the title, damage or claim suffered by Principal, validity or genuineness of any Property in in each case to the extent that the evidence of title thereto received by it or Custodian fails to pursue any such claim delivered by it pursuant to this Agreement. or Principal is not made whole in respect In addition, Custodian (i) shall not be of such loss, damage or claim. required to maintain any special insurance
for the benefit of Principal, and (ii) shall not 18. COMPLIANCE WITH RELEVANT LAW be liable or responsible for any loss,
damage, expense, failure to perform or Principal hereby represents and warrants that (i) delay caused by accidents, strikes, fire, no Relevant Person is located, organized, or flood, war, riot, electrical or mechanical or resident in a Sanctioned Country or otherwise a communication line or facility failures, acts of Sanctioned Person; and (ii) each Relevant third parties (including without limitation any Person shall comply with Relevant Law in messenger, telephone or delivery service), connection with use of the Accounts) and acts of God, war, government action, civil Custodian's service(s). Principal agrees to commotion, fire, earthquake, or other promptly notify Custodian if any such casualty or disaster or any other cause or representation becomes untrue. Principal causes which are beyond Custodian's further agrees not to access its Accounts) or reasonable control. However, Custodian Custodian's services from a Sanctioned shall use reasonable efforts to replace Country, and not to use or permit the use of Securities lost or damaged due to such account(s) or Custodian's services in connection causes with securities of the same class and with any transaction that violates, or that has the issue with all rights and privileges pertaining purpose of evading, Relevant Law. If Custodian thereto. Custodian shall not be liable to is uncertain regarding the legality of any Principal for any loss which shall occur as transaction, Principal acknowledges that the result of the failure of a Sub-Custodian Custodian may refuse the transaction or freeze to exercise reasonable care with respect to the Account in question while Custodian the safekeeping of assets. investigates the matter.

17.4. Legal Proceedings. For purposes of the foregoing: "Relevant Law" means U.S. Sanctions and all laws, rules,

17.4.1. Custodian shall not be required to regulations, and executive orders applicable to appear in or defend any legal Principal's Accounts), services, or transactions proceedings with respect to the related to bribery, corruption, money laundering, Account, the Securities, or Non- or the funding of terrorist activities, including, Custody Asset unless Custodian has without limitation, the Bank Secrecy Act, the been indemnified to its reasonable USA PATRIOT Act, the U.S. Foreign Corrupt satisfaction against loss and expense Practices Act of 1977, and the U.K. Bribery Act (including reasonable attorneys' fees). 2010. "Relevant Person" means Principal or any other person delegated authority with
respect to Principal's Accounts or services

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
provided thereto. "Sanctioned Country" means 20. COMPENSATION AND OTHER CHARGES a country or territory that is or whose
government is subject to U.S. Sanctions that 20.1. Compensation. Principal shall pay broadly prohibit dealings with that country, Custodian compensation for its services territory, or government. "Sanctioned Person" hereunder as specified in Appendix C as means an individual or entity with whom a U.S. amended from time to time. Fees shall person is prohibited or restricted by U.S. accrue and be taken in arrears as specified

3. 03, Sanctions mansi or on the active fee schedule and charged to the Account unless Principal has requested
laws, rules, regulations and executive orders that it be billed directly. However, any fees promulgated or administered by any U.S. not paid within sixty (60) days of billing will governmental authority (including, without be charged automatically to the Accounts) limitation, the Office of Foreign Assets Control of based on the active fee schedule. the U.S. Department of Treasury) to implement
and enforce sanctions. 20.2. Expenses. Principal shall reimburse Custodian by debiting the Accounts) for all

19. INDEMNITIES AND LIMITATION OF reasonable out-of-pocket expenses and LIABILITY processing costs incurred by Custodian and
Global Sub-Custodian Network in the

19.1. In addition to the indemnification administration of the Account and Sub- provisions contained in this Agreement, Account including, without limitation, Principal agrees to indemnify, defend, and reasonable counsel fees incurred by hold harmless Custodian and its affiliates Custodian pursuant to Subparagraph 14.2 of providing services under this Agreement, this Agreement. including their respective officers, directors,
agents, and employees from all taxes, 20.3. Other Compensation for Services. charges, expenses, assessments, claims All disbursements from the Account are and liabilities including, without limitation, drawn on an account in Custodian's or its reasonable attorneys' fees, and affiliate's name. Any "float" (earnings from disbursements and liabilities ("Claims") the investment of funds pending negotiation arising directly or indirectly from any action of the disbursement or check) is retained by or omission to act which Custodian takes in Custodian or its affiliate as partial connection with the provision of services to compensation for handling such transaction.

Principal, Manager, Authorized Agents
Valuation Agent, and other Authorized 21. AMENDMENT AND TERMINATION Agents. Neither Custodian, nor any of its
affiliates, shall be indemnified against any 21.1. Amendment. This Agreement may be liability (or any expenses incident to such amended at any time by a written instrument lability) caused by Custodian's or its signed by the parties or by Custodian affiliates' own willful misconduct, gross immediately if required by applicable law or negligence or reckless disregard in the upon thirty (30) days written notice to performance of Custodian's or its affiliates' Principal. activities under this Agreement. The
provisions of this Paragraph 19 shall survive 21.2. Termination. Custodian may termination of this Agreement. terminate this Agreement immediately if Custodian, in its sole discretion, determines

19.2. In all cases, Custodian's liability under that (i) Principal failed to strictly comply with this Agreement shall be limited to the any provision of this Agreement; or (i) any resulting direct loss, if any, incurred by representation, warranty or covenant of the Principal. Under no circumstances shall other party in this Agreement is false or Custodian be liable for any incidental, misleading. Any such termination shall not consequential, indirect, punitive, or special constitute a waiver of any other rights that damage which Principal may incur or suffer Custodian may have under this Agreement. in connection with this Agreement.

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) O MUFG
In addition, either party may terminate this The validity, construction, and administration of Agreement and the Account upon ninety this Agreement shall be governed by the (90) days' written notice. Upon such applicable laws of the United States from time to termination and within ninety (90) days from time in force and effect and, to the extent not the date of the written termination notice, preempted by such laws of the United States, by both parties agree to cooperate to ensure an the laws of the State of California from time to orderly transition of services to a successor time in force and effect. Any action or custodian, the Principal, or as otherwise proceeding to enforce, interpret or adjudicate the instructed by Principal. Custodian shall rights and responsibilities of the parties deliver or cause to be delivered the hereunder shall be commenced in the State or Property, less any amounts due and owing Federal courts located in the State of California. to Custodian under this Agreement.

Custodian shall have reasonable timeto 24. NOTICES
transfer Non-Custody Assets. If a successor
custodian has not accepted an appointment Except as otherwise specified herein, all notices, by the effective termination date of the requests, demands and other communications Account, Custodian may petition a court of under this Agreement shall be signed and in competent jurisdiction unless an extension is writing and shall be deemed as having been agreed to in writing by both parties. duly given on the date of service, if served Expenses related to such court filing shall be personally on the party to whom notice is to be reimbursed by Principal and further subject given, or on the fifth (5) day after mailing, if to the provisions of Subparagraph 20.2. mailed to the party to whom notice is to be given and properly addressed as follows:

Upon completion of such delivery, Custodian
shall be discharged of any further liability or To Principal:
responsibility with respect to the Securities
and any Non-Custody Asset so delivered. In
the event that Securities, Non-Custody
Assets or other properties remain in the Attn:
possession of Custodian after the date of Facsimile:
termination hereof owing to failure of Email:

Principal to provide proper instructions,
Custodian shall be entitled to fair
compensation for its services during such
period as Custodian retains possession of
such securities, funds, Non-Custody Assets,
and other properties and the provisions of
this Agreement relating to the duties and To Custodian:
obligations of Custodian shall remain in full Global Custody Services - SF Office force and effect. Costs associated with Mail Code H-17001 transferring Property including Non-Custody 350 California Street, 17th Fl Assets shall be charged to the Accounts) San Francisco, CA 94104 based on Custodian's active fee schedule. Email: [email protected]

22. SUCCESSORS
This Agreement and any amendment, notice or
This Agreement shall be binding upon and inure other document required to be signed and in to the benefit of the parties hereto and their writing under this Agreement may be delivered successors in interest. This Agreement may not by personal service or U.S. first class mail be assigned by either party, nor may the duties postage prepaid or via fax, email with an imaged of either party hereunder be delegated, without or scanned attachment (such as a PDF), or the prior written consent of the other party. similar electronic transmission with electronic signature through Custodian's online secure

23. GOVERNING LAW messaging service pursuant to security protocols established and agreed by the parties,

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) • MUFG
unless otherwise specified herein. Signatures attorney by Principal to execute on Principal's delivered via fax, email, or similar electronic behalf any declarations, endorsements, transmission shall be effective as original assignments, stock or bond powers, affidavits, signatures in binding the parties and shall be certificates of ownership or other documents effective upon receipt. required (i) to effect the sale, transfer, or other disposition of assets held in the Account, (ii) to
Periodic communications related to foreign obtain payment with respect to assets held in currencies and global market up dates will be the Account, (iii) to exercise its rights as a available to authorized parties through secured party hereunder, or (iv) to take any Custodian's secure messaging service. other action required with respect to the assets held in the Account, and in the Custodian's own
Either party may change the address at which name to guarantee as Principal's signature any notice may be given by giving ten (10) days'. signature so affixed. prior written notice of such change to the other
party. 28. MISCELLANEOUS

25. CONFIDENTIALITY Each party agrees to perform such further acts and execute such further documents as are
All non-public information and advice furnished necessary to effectuate the purposes hereof. by either party to the other shall be treated as This Agreement embodies the entire agreement confidential and will not be disclosed to third and understanding between the parties and parties unless required by law, except Custodian supersedes all prior agreements and may disclose (i) the identity of Principal as a understandings relating to the subject matter client or client reference of Custodian; (ii) any hereof. The captions and headings in this information to any government regulator of Agreement are included for convenience of Custodian or its affiliated entities or as otherwise reference only and in no way define or delimit required by law; and (iii) any information to any of the provisions hereof or otherwise affect Custodian's affiliated entities and product and their construction or effect. service providers to the extent necessary to
provide the financial products and services
under this Agreement.

26. COUNTERPARTS
This Agreement may be executed in two or more
counterparts, each of which shall be deemed an
original, but all of which together shall constitute
one and the same instrument. This Agreement
and all exhibits, appendices, attachments and
amendments hereto may be reproduced by any
reasonable means. The parties hereto each
agree that any such reproduction shall be
admissible in evidence as the original itself in
anv judicial or administrative proceedina.
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. [LEFT INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]

27. LIMITED POWER OF ATTORNEY
Except in connection with Non-Custody Assets,
Custodian is hereby granted a limited power of
MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) Daz) 20 of 22 • MUFG
ACCEPTED BY PRINCIPAL:

By. Kuly iS Nose
Kiely S. Nose
Title: Chief Financial Officer
Date: 10/13/2020
By:

Name:

Title:

Date:

ACCEPTED BY CUSTODIAN:

Digitally signed by April
Beauchamp
te: 2020.07.
•39:47 -07
By:

Name: April Beauchamp
Title: Vice President
Date: 7/24/2020
Digitally signed by Scott
Parker
By: 1354201-00024
Name: Scott Parker
Title: Director
Date: 7/24/2020
Appendix A: Attached • Not Applicable [X
Appendix B: Attached • Not Applicable [X
Appendix C: Attached X

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) O MUFG
Deposit Contract: Attached • Not Applicable [X

MUFG (UNION BANK) CUSTODY AGREEMENT - PUBLIC FUNDS 20191023_CAO (GOVERNING LAW VENUE) (002) Schedule of Fees

GLOBAL CUSTODY SERVICES DIVISION CONFIDENTIAL
Schedule of Fees for Custodial Services
Prepared for: City of Palo Alto
Annual Administration Fee (assessed each fee cycle)
Per Single Account $5,000
Transaction Charges
Depository Eligible" $ 12
Depository Ineligible? $ 40
Monthly Holding
Depository Eligible' $ 1
Depository Ineligible? $ 4
P&I Paydowns , Income Collection, Capital Distribution $ 5 Disbursements (Checks/Wires) $ 10
Additional Services
Out-of-Pocket Expenses ... As incurred
Class Action Services 6% of recovered funds
Hardcopy Statements.. $25 per statement
Acknowledgement
Kich Hosé
10/13/20
Authorized Clie nt Representative Date
Kiely • 5. Nose CFO/Director
Namel Digitally signed by April Title
Ирия
Beauchine Beauchamp
Date: 2020.07.24 7/24/2020
13:39:08 -07'00'
MUFG Union Bank, N.A.. Representative Date
April Beauchamp Vice President
Name Title
Market value used for fee calculations on fee invoices may differ slightly from market values on client statements due to posting of accruals, late pricing of securties, and/or other timing issues.

A transaction is defined as any activity affecting assets including purchases, sales, tender offers, stock dividends, free deliveries, free receipts, maturities, exchanges, redemptions, etc. Fees for foreign securities, foreign exchange transactions, international wires, and non-standard services are quoted separately.

MUFG Union Bank, N.A., retains the right to charge special fees for extraordinary services not covered in this fee schedule.

MUFG Union Bank, N.A. will pass on to the Client out of pocket fees including, but not limited to, securities movements associated with securities lending. courier expense. registration fees, stamp duties, custom reporting, or custom programming, proxy voting and expenses associated with additional paper statements.

You may be assessed an overdraft charge for any negative balance in your account, provided such advance or overdraft is not related to Bank errors, omissions, or processes. Please see Appendix 1 (Overdrafts) for additional information.

Fees are assessed monthly unless otherwise agreed. This fee schedule is subject to change upon thirty (30) days' written notice.

DTC, Fed, or similar, Includes Cash Sweep. USD denominated assets 2 Physical Securities, Vault, Held-Away, etc. USD denominated assets MUFG Union Bank, N.A.

O MUFG
8512831-4L (G6/151
APPENDIX 1

OVERDRAFTS

OVERDRAFTS
MUFG Union Bank, N.A: ("Custodian") uses reasonabie efforts to effect settlement as soon as possible after receipt of appropriate instructions and funds. However, if overdrafts are incurred, not attributable to the errors of Custodian or its agents, Custodian may debit the account for payment of the overdraft and Custodian's fees and charges as set forth below. Circumstances that could lead to overdrafts resulting in debit charges include, without limitation:

Trade, foreign exchange or other currency movement instructions which fail due to late, incomplete, or incorrect instructions, broker, client or investment manager errors or market practice;
Settlement of securities transactions; or
Insufficient cash balance in an account due to client, investment manager or other error not attributable to Custodian or its agents.

If an overdraft was caused by an error of Custodian or its agents, Custodian will not debit charges for that overdraft.

Please refer to the applicable account agreement for more information.

CALCULATION OF DEBIT RATES
In calantating orbit rates us a i take haily i dear ad a yad say monticable anual debit rate and divided by the Effective as of July 15, 2016, Custodian may charge the current United States federal funds rate, as announced daily by Bloomberg or another third party service as selected by Custodian, plus a spread of +2.50 (+250 bps.). Custodian may change the spread at any time Currency Benchmark + Bank OD Charge Market Divisor
USD Fed Funds Effective +250 bps 360 days

ADDITIONAL COSTS
Custodian reserves the right to recoup additional costs incurred as a result of the introduction or change in any law or regulation, or additional costs related to the cost of borrowing not covered by the above-mentioned rates.

MUFG Union Bank, N.A.

A member of MUFG. a giobal marcial groud • MUFG