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MASTER CUSTODIAN AGREEMENT This MASTER CUSTODIAN

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                           MASTER CUSTODIAN AGREEMENT

This MASTER CUSTODIAN AGREEMENT is made as of the 13th day of January, 2010 by and
among STATE STREET TRUST COMPANY CANADA, a trust company organized under the
laws of Canada (the “Custodian”), each of the investment funds, mutual funds, trusts,
corporations and/or limited partnerships listed in Schedule “A” (as may be amended from
time-to-time in accordance with this Agreement) (collectively, the “Funds”; individually, a
“Fund”) and, the Manager, Trustee or General Partner of each Fund, as set out in Schedule “A”
(collectively, “First Asset”), as the case may be.

                                        WITNESSETH:

WHEREAS the Custodian currently provides certain custody services for all cash, securities
and other assets to each of the Funds pursuant to the custodian contracts listed in Schedule “B”
(collectively, the “Previous Custodian Contracts”);

AND WHEREAS for administrative and operational efficiency and flexibility, the Custodian
and the Funds wish to replace the Previous Custodian Contracts with one master agreement to
govern each of their relationships and the Custodian is willing to provide such custody services
for the Funds, including any New Funds (as defined herein), upon the terms and conditions
hereafter set forth;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein (the adequacy of which consideration with respect to each of the parties is hereby
mutually admitted), the parties hereto hereby agree as follows:


SECTION 1 – DEFINITIONS & SCHEDULES

1.1    Definitions.

In this Agreement the following terms have the following meanings:

“Agreement” means this agreement including any recitals and schedules to this agreement, as
amended, supplemented and/or restated from time to time.

"Book-based system" means a system for the central handling of securities or equivalent book-
based entries pursuant to which system all securities of any particular class or series of any
issuer deposited within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities.

“Business Day” means any day other than Saturday, Sunday, a statutory holiday in Toronto,
Ontario or any other day on which the Toronto Stock Exchange is not open for trading.

“First Asset” means the entity identified in Schedule “A” as the manager, trustee or general
partner of a Fund, as the case may be, and which has the authority and power under the Fund’s
constating documents to enter into the Agreement for and on behalf of the Fund.


                                                                            CUSTODIAL AGREEMENT
“Investment Advisor” means any investment advisor, investment sub-advisor or portfolio
manager appointed from time-to-time by a Fund to manage the portfolio of such Fund, the
current Investment Advisors of each Fund being set forth in Schedule “A”.

“Proper Instructions” has the meaning given to it in Section 3.10.

“Valuation Agent” means State Street Fund Services Toronto Inc.

1.2    Schedules.

The following Schedules are attached to and form part of this Agreement:

      Schedule                 Description
      Schedule A               Funds and First Asset
      Schedule B               Previous Custodian Contracts
      Schedule C               Remote Access Services Letter
      Schedule 3.10            Certificate of Incumbency
      Schedule 4.1(2)          Subcustodians
      Schedule 11              Instrument of Accession

SECTION 2 - CONTINUED ENGAGEMENT

2.1    Termination of Previous Custodian Contracts

The parties hereby confirm and acknowledge that effective as of the date of this Agreement the
Previous Custodian Contracts are hereby terminated and superseded by this Agreement,
subject only to the survival of those provisions which under the terms of the Previous
Custodian Contracts survive the termination of said Previous Custodian Contracts, and further
subject to the survival of any fee schedules executed by the parties pursuant to said Previous
Custodian Contracts.

2.2    Engagement of Custodian

Each Fund, First Asset and the Custodian hereby confirms the continued engagement (or
engagement, as the case may be) of the Custodian as the custodian of all cash, securities and
other assets of each Fund (“Fund Assets”), subject to the terms and conditions of this
Agreement. Notwithstanding the foregoing, the Custodian reserves the right to refuse assets
which it is physically incapable of holding or which it would not be permitted to accept under
applicable laws. Except as otherwise provided below, all property of each Fund delivered to
the Custodian or its subcustodians shall be held in Canada and dealt with as hereinafter
provided. The Custodian shall only be responsible for property of any Fund which is in its
custody and control or the custody and control of its subcustodians under this Agreement.

2.3    Obligations Not Joint & Several

The parties hereto acknowledge that the responsibilities and obligations of each Fund to the
Custodian under this Agreement are not joint and several, and that each Fund’s rights,
responsibilities and obligations under this Agreement are personal to it and it alone, and that no
party shall have recourse to such Fund’s assets for matters not personal to it.

                                              2                              CUSTODIAL AGREEMENT
2.4    First Asset

Where any reference is made in this Agreement to any act to be performed by or for or on
behalf of a Fund, such reference shall be construed and applied for all purposes as if it referred
to an act to be performed by First Asset, in its capacity as the Trustee, the Manager or the
General Partner of the applicable Fund, as the case may be.

SECTION 3 – DUTIES OF THE CUSTODIAN

3.1    Holding Securities and Cash

The Custodian shall hold, or direct its subcustodians to hold, for the account of each Fund, all
securities, collateral security and other non-cash property (other than securities which are held
by the Custodian or its subcustodians in CDS Clearing and Depository Services Inc., the
Depository Trust Company or any other domestic or foreign depository or clearing agency
which is incorporated or organized under the laws of a country or jurisdiction within a country
and is duly authorized to operate a book-based system in that country or is duly authorized to
operate a transnational book-based system (each of the foregoing referred to herein generally as
a "Securities System"). The records of the Custodian with respect to Fund Assets which are
held in a Securities System shall identify by book-entry those securities belonging to each Fund.
All cash property received by or from or for the account of each Fund may be held by the
Custodian at such banks or trust companies as provided in Section 3.4. For purposes of this
Agreement, any Securities System in which the Custodian holds securities of each Fund shall
not be considered to be a custodian or subcustodian of the Fund.

3.2    Delivery of Securities

The Custodian shall release and deliver, or direct its subcustodians to release and deliver,
securities of a Fund held by the Custodian or its subcustodians or in a Securities System account
of the Custodian or its subcustodians only upon receipt of Proper Instructions, which may be
standing instructions, in the following cases:

       (a)     upon the sale of such securities for a Fund, unless otherwise directed by Proper
               Instructions, (i) in accordance with the customary or established practices and
               procedures in the jurisdiction or market where the transactions occur, including,
               without limitation, delivery to the purchaser thereof or to a dealer therefor (or an
               agent of such purchaser or dealer) against expectation of receiving later payment;
               or (ii) in the case of a sale effected through a Securities System, in accordance
               with the rules governing the operations of the Securities System;

       (b)     upon the receipt of payment in connection with any repurchase agreement or
               reverse repurchase agreement related to such securities;

       (c)     to the depository agent in connection with take-over bids, tender or other similar
               offers for securities;

       (d)     to the issuer thereof or its agent when such securities are called, redeemed,
               retired or otherwise become payable; provided that, unless otherwise directed by



                                              3                               CUSTODIAL AGREEMENT
               Proper Instructions, the cash or other consideration is to be delivered to the
               Custodian or its subcustodians;

       (e)     to the issuer thereof or its agent, for transfer into the name of the Custodian or of
               any nominee of the Custodian or into the name of any of its subcustodians or
               their nominees or for exchange for a different number of bonds, certificates or
               other evidence representing the same aggregate face amount or number of shares
               or units;

       (f)     to brokers, clearing banks or other clearing agents for examination in accordance
               with "street delivery" custom;

       (g)     for exchange or conversion pursuant to any plan of merger, consolidation,
               recapitalization, reorganization or readjustment by the issuer of such securities,
               or pursuant to provisions for conversion attaching to such securities, or pursuant
               to any deposit agreement; provided that, unless otherwise directed by Proper
               Instructions, the new securities and cash, if any, are to be delivered to the
               Custodian or its subcustodians;

       (h)     in the case of warrants, rights or similar securities, the surrender thereof
               pursuant to the exercise of such warrants, rights or similar securities or the
               surrender of interim receipts or temporary securities; provided that, unless
               otherwise directed by Proper Instructions, the new securities and cash, if any, are
               to be delivered to the Custodian or its subcustodians;

       (i)     for delivery in connection with any securities lending arrangement involving a
               Fund;

       (j)     in connection with trading in options and futures contracts, including delivery as
               original margin and variation margin; and

       (k)     for any other purpose, but only upon receipt of Proper Instructions specifying
               the securities to be delivered, the purpose for which such delivery is to be made
               and naming the person or persons to whom delivery of such securities shall be
               made.

3.3    Registration of Securities

Securities of a Fund held by the Custodian or its subcustodians (other than securities registered
in the name of the Fund, bearer securities or securities held in a Securities System) shall be
registered in the name of the Custodian or in the name of any nominee of the Custodian or its
subcustodians or in the name of their nominees, in each case with an account number or other
designation sufficient to establish that beneficial ownership of such securities is vested in the
Fund. In the case of securities in bearer form, the Custodian, its subcustodians or their
respective nominees shall designate or segregate such securities so as to establish that beneficial
ownership of such securities is vested in the Fund. The Custodian and its subcustodians shall
not be obligated to accept securities on behalf of a Fund under the terms of this Agreement
unless such securities are in "street name" or other good delivery form.


                                               4                               CUSTODIAL AGREEMENT
3.4    Bank Accounts

(1)    The Custodian, its affiliates or its subcustodians may open and maintain a separate and
       segregated bank account or accounts in the name of the Custodian for the benefit of each
       Fund or otherwise, in such banks or trust companies (including the Custodian, its
       affiliates or any subcustodian) as they may, in their discretion, deem advisable, subject
       only to draft or order by the Custodian or its subcustodians, as the case may be, acting
       pursuant to the terms of this Agreement, and shall hold in such account or accounts,
       subject to the provisions hereof, cash received by or from or for the account of the
       Company. Such funds shall be deposited by the Custodian or its subcustodians in their
       capacity as Custodian or subcustodian and, except as otherwise provided under this
       Agreement, shall be withdrawable by the Custodian or its subcustodians only in that
       capacity.

(2)    First Asset and each Fund acknowledges that, unless otherwise directed in writing by
       First Asset, the Custodian or its subcustodians may enter into cash management
       arrangements with a bank which maintains such an account to which such funds are
       deposited, pursuant to which the amount in such account may be, for purposes only of
       computing the rate of interest payable on such amount, aggregated with other amounts
       in accounts maintained by the Custodian or its subcustodians for its own account or for
       the account of others with such bank. First Asset and each Fund further acknowledges
       that, in addition to its fees hereunder, the Custodian or its subcustodians shall be
       entitled to retain that incremental portion of the interest earned on amounts in any such
       account maintained for a Fund which exceeds the amount of interest which would
       otherwise have been earned thereon absent such aggregation, unless and until otherwise
       directed in writing by First Asset.

3.5    Collection of Income

The Custodian or its subcustodians shall collect all income and other payments with respect to
the securities held hereunder to which a Fund shall be entitled and shall promptly credit such
income or other payments, as collected, to such Fund's account.

3.6    Payment of Monies

Upon receipt of Proper Instructions, which may be standing instructions, the Custodian shall
pay out, or direct its subcustodians to pay out, monies of a Fund in the following cases:

       (a)    upon the purchase of securities for such Fund, unless directed by Proper
              Instructions, (i) in accordance with the customary or established practices and
              procedures in the jurisdiction or market where the transactions occur, including,
              without limitation, delivering money to the seller thereof or to a dealer thereof
              (or an agent for such seller or dealer) against expectation of receiving later
              delivery of such securities; or (ii) in the case of a purchase effected through a
              Securities System, in accordance with the rules governing the operation of such
              Securities System;




                                             5                              CUSTODIAL AGREEMENT
       (b)    in connection with the conversion, exchange or surrender of securities of such
              Fund as set forth in Section 3.2 hereof;

       (c)    for the payment of any expense or liability including, but not limited to, the
              following payments: interest, taxes, management fees, accounting fees, transfer
              agent fees, legal fees and operating expenses;

       (d)    for the purchase or sale of foreign exchange or foreign exchange contracts for the
              account of the Fund, including transactions executed with or through the
              Custodian or its subcustodians;

       (e)    in connection with the delivery of cash collateral in connection with any
              securities lending arrangement;

       (f)    in connection with trading in options and futures contracts including delivery as
              original margin and variation margin; and

       (g)    for any other purpose, but only upon receipt of Proper Instructions specifying
              the amount of such payment, the purpose of such payment and naming the
              person or persons to whom such payment is to be made.

Notwithstanding the foregoing, the Custodian shall not be required to settle any purchase of
securities by or on behalf of a Fund unless satisfactory arrangements have been made to ensure
that the Fund has sufficient funds to effect settlement.

3.7    Contractual Settlement Services (Purchase / Sales)

       (a)    The Custodian shall, in accordance with the terms set out in this Section 3.7,
              debit or credit the appropriate cash account of a Fund in connection with (i) the
              purchase of securities for such Fund, and (ii) proceeds of the sale of securities
              held on behalf of such Fund, on a contractual settlement basis.

       (b)    The services described above (the “Contractual Settlement Services”) shall be
              provided for such instruments and in such markets as the Custodian may advise
              First Asset from time to time. The Custodian may terminate or suspend any part
              of the provision of the Contractual Settlement Services under this Agreement at
              its sole discretion immediately upon notice to First Asset, including, without
              limitation, in the event of force majeure events affecting settlement, any disorder
              in markets, or other changed external business circumstances affecting the
              markets or the Funds.

        (c)   The consideration payable in connection with a purchase transaction shall be
              debited from the appropriate cash account of the applicable Fund as of the time
              and date that monies would ordinarily be required to settle such transaction in
              the applicable market. The Custodian shall promptly re-credit such amount at
              the time that such Fund or, if applicable, the Investment Adviser notifies the
              Custodian by Proper Instruction that such transaction has been cancelled.




                                             6                              CUSTODIAL AGREEMENT
(d)     With respect to the settlement of a sale of securities, a provisional credit of an
        amount equal to the net sale price for the transaction (the “Settlement Amount”)
        shall be made to the applicable Fund as if the Settlement Amount had been
        received as of the close of business on the date that monies would ordinarily be
        available in good funds in the applicable market. Such provisional credit will be
        made conditional upon the Custodian having received Proper Instructions with
        respect to, or reasonable notice of, the transaction, as applicable; and the
        Custodian or its agents having possession of the asset(s) (which shall exclude
        assets subject to any third party lending arrangement entered into for the Funds)
        associated with the transaction in good deliverable form and not being aware of
        any facts which would lead them to believe that the transaction will not settle in
        the time period ordinarily applicable to such transactions in the applicable
        market.

 (e)    Simultaneously with the making of such provisional credit by it or its affiliate,
        each Fund agrees that the Custodian shall have, and hereby grants to the
        Custodian, a security interest in any property at any time held by the Custodian
        on behalf of such Fund to the full extent of the credited amount, and each Fund
        hereby pledges, assigns and grants to the Custodian a continuing security
        interest and a lien on any and all such property of such Fund under the
        Custodian’s possession, in accordance with the terms of this Agreement. In the
        event that a Fund fails to promptly repay any provisional credit, the Custodian
        shall have all of the rights and remedies of a secured party under the Securities
        Transfer Act (Ontario) and the Personal Property Security Act (Ontario), in respect
        of such Fund.

(f)     The Custodian shall have the right to reverse any provisional credit or debit
        given in connection with the Contractual Settlement Services at any time when
        the Custodian believes, in its reasonable judgment, that such transaction will not
        settle in accordance with its terms or amounts due pursuant thereto will not be
        collectable or where the Custodian has not been provided Proper Instructions
        with respect thereto, as applicable, and the affected Fund shall be responsible for
        any costs or liabilities resulting from such reversal. Upon such reversal, a sum
        equal to the credited or debited amount shall become immediately payable from
        the affected Fund to the Custodian and may be debited from any cash account of
        such Fund.
  (g)   In the event that the Custodian is unable to debit an account of a Fund, and such
        Fund fails to pay any amount due to the Custodian at the time such amount
        becomes payable in accordance with this Agreement, (i) the Custodian may
        charge such Fund for its or its affiliates costs and expenses associated with
        providing the provisional credit, including without limitation the cost of funds
        associated therewith, (ii) the amount of any accrued dividends, interest and other
        distributions with respect to assets associated with such transaction may be set
        off against the credited amount, (iii) the provisional credit by the Custodian
        and/or its affiliates and any such costs and expenses incurred by the Custodian
        and/or its affiliate shall be considered an advance of cash for purposes of the
        Agreement and (iv) the Custodian shall have the right to setoff against any


                                       7                              CUSTODIAL AGREEMENT
               property and the discretion to sell, exchange, convey, transfer or otherwise
               dispose of any property at any time held for such Fund’s account to the full
               extent necessary for the Custodian to make itself whole.
3.8    Proxies

The Custodian will, with respect to the securities held hereunder, cause to be promptly
executed by the registered holder of such securities proxies received by the Custodian or by its
subcustodians from issuers of the securities being held for a Fund, without indication of the
manner in which such proxies are to be voted. Upon receipt of Proper Instructions, the
Custodian shall promptly complete such proxies and/or deliver such proxies, proxy soliciting
materials and other notices relating to such securities.

3.9    Communications Relating to Funds’ Securities

The Custodian shall transmit promptly to First Asset and the Valuation Agent, and/or upon
receipt of Proper Instructions, to any Investment Advisor written information (including,
without limitation, pendency of calls and maturities of securities and expirations of rights in
connection therewith) received by the Custodian or by its subcustodians from issuers of the
securities being held for a Fund. With respect to take-over bids, issuer bids or tender, self
tender or exchange offers, the Custodian shall transmit promptly to First Asset and the
Valuation Agent, and/or upon receipt of Proper Instructions, to any Manager or Investment
Advisor written information received by the Custodian or by its subcustodians from issuers of
the securities whose tender or exchange is sought and from the party (or its agents) making the
take-over bid, issuer bid or tender, self 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 securities or other property of a Fund at any time held by it unless: (i) it or its
subcustodians actually hold such securities or property physically or in a Securities System; (ii)
it receives Proper Instructions with regard to the exercise of any such tender, exchange or other
right or power; and (iii) both (i) and (ii) occur at least five (5) Business Days prior to the date on
which such tender, exchange or other right or power is to be exercised.

3.10   Proper Instructions

The term “Proper Instructions” shall mean any and all instructions received by the Custodian
from First Asset or the Investment Advisor. Such instructions may be in writing signed by the
authorized person (delivered or mailed postage prepaid or transmitted and received by
facsimile) or may be in a tested communication or in a communication utilizing access codes
effected between electro-mechanical or electronic devices or may be by such other means and
using such intermediary systems and utilities as may be agreed to from time to time by the
Custodian and the party giving such instructions (including, without limitation, oral
instructions). All oral instructions shall be promptly confirmed in writing. First Asset, any
Investment Advisor, and any other person duly authorized by a Fund or an Investment Advisor
shall each cause its respective duly authorized representative to certify to the Custodian in
writing the names and specimen signatures of persons authorized to give Proper Instructions.
First Asset shall, on behalf of the Funds or each Fund, deliver or cause to be delivered a
Certificate of Incumbency substantially in the form attached in Schedule 3.10 hereto. The
Custodian shall be entitled to rely upon the identity and authority of such persons until it



                                                8                               CUSTODIAL AGREEMENT
receives written notice from First Asset, any Investment Advisor, or any person duly authorized
by such parties, as the case may be, to the contrary.

The Custodian shall promptly correct any action taken by it which is not in accordance with
Proper Instructions. The Custodian shall deliver or otherwise communicate any Proper
Instructions relevant to the performance of the obligations of the Valuation Agent (pursuant to
a valuation services agreement entered into between each Fund and the Valuation Agent)
received from an authorized person to Valuation Agent.

3.11   Actions Permitted Without Express Authority

The Custodian may, at its discretion, without express authority from a Fund or First Asset:

       (a)    make payments to itself or others for minor expenses 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 applicable Fund;

       (b)    surrender securities in temporary form for securities in definitive form;

       (c)    endorse for collection cheques, drafts, and other negotiable instruments; and

       (d)    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 a Fund.

3.12   Evidence of Authority

The Custodian shall be protected in acting upon any instruction, notice, request, consent,
certificate, instrument or paper reasonably believed by it to be genuine and to have been
properly executed or otherwise given by or on behalf of a Fund, First Asset, any Investment
Advisor or any person duly authorized by a Fund, First Asset or any Investment Advisor in
accordance with this Agreement. The Custodian may receive and accept a certificate from a
Fund, First Asset, any Investment Advisor or any person duly authorized by a Fund, First Asset
or any Investment Advisor as conclusive evidence (i) of the authority of any person to act in
accordance with such certificate or (ii) of any determination or of any action by a Fund, First
Asset, any Investment Advisor or any person duly authorized by a Fund, First Asset, or any
Investment Advisor, as the case may be, as described in such certificate, and such certificate
may be considered as in full force and effect until receipt by the Custodian of written notice to
the contrary.

3.13   Security Codes

If the Custodian has issued to a Fund, First Asset, any Investment Advisor, or any person duly
authorized by a Fund, First Asset or the Investment Advisor (each, a “Code Recipient”)
security codes or passwords in order that the Custodian may verify that certain transmissions of
information, including Proper Instructions, have been originated by the Code Recipient, then
the Custodian shall be without any liability to any Code Recipient for any action taken or
omitted by it in reliance upon receipt by it of transmissions of information with the proper



                                              9                              CUSTODIAL AGREEMENT
security code or password, including instructions purporting to be Proper Instructions, which
the Custodian reasonably believes to be from a Code Recipient.

3.14   Appointment of Agents

In compliance with laws applicable to its duties as Custodian pursuant to this Agreement, the
Custodian may at any time or times in its discretion and at its own expense appoint (and may at
any time remove) any company to act as its agent to carry out such of the provisions of this
Agreement as the Custodian may from time to time direct, provided that the employment of
such agents shall not reduce the Custodian's obligations or liabilities hereunder.

SECTION 4 – SUBCUSTODIANS

4.1    Appointment and Removal

(1)    The Custodian may appoint subcustodians in Canada to hold assets of a Fund in
       Canada. In addition, the Custodian may, for the purpose of more expeditiously
       effecting portfolio transactions outside Canada, hold assets of a Fund outside of Canada
       or appoint subcustodians outside Canada in accordance with the terms hereof.
       Subcustodians shall be appointed by the Custodian only pursuant to a subcustodian
       agreement on terms and conditions similar to the terms and conditions contained in this
       Agreement, which subcustodian agreement shall contain adequate provision for the
       applicable Fund, acting through the Custodian or subcustodian, to enforce its rights in
       respect thereof . The term "subcustodian" as used in this Agreement includes any
       subcustodian, whether appointed by the Custodian or appointed by or under the
       authority of the Custodian.

(2)    The Funds, Custodian and First Asset hereby consent to the appointment of the
       subcustodians listed in Schedule 4.1(2) for the Funds, as may be amended from time to
       time, provided that all such subcustodians listed in Schedule 4.1(2) are part of an
       international network of subscustodians maintained by the Custodian or subcustodian
       and provided that the Funds are notified of any subsequent appointments in written or
       electronic format. All subcustodians appointed by or under the authority of the
       Custodian shall be a subcustodian which meets the guidelines prescribed in Section 6.2
       or 6.3 (as applicable) of National Instrument 81-102 –Mutual Funds of the Canadian
       Securities Administrators (as the same may be amended from time to time, "NI 81-102").
       The Custodian shall have no more or less responsibility or liability to First Asset or the
       Funds on account of any actions or omission of any subcustodian so employed than any
       such subcustodian has to the Custodian. Such subcustodians will be appointed to
       provide for the safekeeping of portfolio securities of the Funds located both inside and
       outside Canada in accordance with the guidelines and provisions of Part 6 of NI 81-102
       as they relate to the custodianship of portfolio securities of the Funds.

(3)    For greater certainty, provided that the requirements of this Section 4.1 are met, the
       parties hereto consent to the appointment of State Street Bank and Trust Company as a
       subcustodian and to the appointment by State Street Bank and Trust Company of
       further subcustodians.



                                             10                             CUSTODIAL AGREEMENT
4.2    Periodic Review

The Custodian shall review on a periodic basis, not less frequently than annually, all custodial
and subcustodial arrangements to ensure that such arrangements comply with the guidelines
and provisions of Part 6 of NI 81-102 and make reasonable inquiries as to whether all
subcustodians so appointed comply with the guidelines prescribed in Section 6.2 or 6.3 (as
applicable) of NI 81-102, and hereby agrees to make or cause to be made any changes as may be
necessary to ensure that the Custodian and the subcustodians appointed by or under the
authority of the Agreement and any subscustodian agreements are in compliance with the
guidelines and provisions of Part 6 of NI 81-102.

4.3    Annual Advice

The Custodian shall within sixty (60) days following the end of each financial year of the Funds
(currently December 31), or such other date as a Fund advises by written notice to the
Custodian, advise each Fund in writing of the names and addresses of all subcustodians
appointed by or under the authority of the Custodian and whether, to the best of the knowledge
and belief of the Custodian after making reasonable enquiry, the subcustodians comply with
the guidelines prescribed in Section 6.2 or 6.3 (as applicable) of NI 81-102 and whether the
custodial arrangements are in compliance with the provisions of Part 6 of NI 81-102. The
Custodian acknowledges and agrees that copies of such reports may be filed by each Fund with
Canadian securities regulatory authorities from time to time.

SECTION 5 – REPORTING

As soon as practicable after the end of each month, the Custodian shall deliver to each Fund a
report of all transactions in securities and all monies received or paid on behalf of such Fund
during such month and an itemized statement of the securities for which it is accountable under
this Agreement as of the end of such month, as well as a list of all securities transactions that
remain unsettled at that time. In addition, the Custodian shall deliver to each Fund a debit or
credit advice, as the case may be, with respect to each transaction in securities on the Business
Day following the day on which such transactions took place.

SECTION 6 – COMPUTERIZED REPORTING SERVICES

6.1    Remote Access Services

First Asset agrees to execute a Remote Access Services Letter in respect of the Funds which shall
be substantially in the format as Schedule “C” attached hereto.

6.2    Acknowledgement

Each Fund hereby acknowledges that the data and information it or its representatives may be
accessing from the Custodian, including but not limited to the on-screen data services of the
Custodian identified in Section 6.1 of this Agreement, is unaudited and may not be accurate due
to inaccurate pricing of securities, delays of a day or more in updating the Fund and other
causes for which the Custodian will not be liable to any Fund, Manager, Trustee or General
Partner.


                                             11                             CUSTODIAL AGREEMENT
SECTION 7 – COMPENSATION OF CUSTODIAN

As compensation for the services it provides under this Agreement, each Fund shall pay to the
Custodian such compensation as set forth in a written fee schedule between the Custodian and
each Fund. The Fund shall not pay any fee to the Custodian or any subcustodian for the
transfer of beneficial ownership of Fund Assets other than for safekeeping and administrative
services in connection with acting as Custodian and subcustodian.

SECTION 8 – RESPONSIBILITY OF CUSTODIAN

(1)    The Custodian shall, in carrying out its duties in respect of the safekeeping of and
       dealing with Fund Assets, exercise (a) the degree of care, diligence and skill that a
       reasonably prudent person would exercise in the circumstances or (b) at least the same
       degree of care which it gives to its own property of a similar kind under its custody, if
       this is a higher degree of care than the degree of care referred to in paragraph (a). The
       Custodian shall assume the entire responsibility for any direct loss suffered or incurred
       by a Fund resulting from or caused by reason of the fraud, wilful default, negligence or
       wrongful act of the Custodian or its employees, directors or officers in the performance
       of the Custodian's duties under this Agreement in respect of such Fund. Subject to the
       first sentence of this section, the Custodian shall be without liability to a Fund for any
       loss resulting from or caused by: (i) events or circumstances relating exclusively to
       another Fund that is a party to this Agreement; (ii) events or circumstances beyond its
       reasonable control including, without limitation, the nationalization or expropriation of
       assets, the imposition of currency controls or restrictions, the interruption, suspension or
       restriction of trading on or the closure of any securities markets, power or other
       mechanical or technological failures or interruptions, computer viruses or
       communications disruptions, acts of war or terrorism, riots, revolutions, work
       stoppages, natural disasters or other similar events or acts; (iii) errors by a Fund, First
       Asset, any Investment Advisor or any other person or persons duly authorized by such
       Fund, First Asset or an Investment Advisor in their instructions to the Custodian
       provided such instructions have been given in accordance with this Agreement; or (iv)
       the insolvency of or acts or omissions by a Securities System. In addition, the Custodian
       shall be without liability to a Fund for any failure to perform (or delay in performing) its
       obligations hereunder, if prevented from doing so by any provision of any present or
       future law, regulation or order of Canada, or any province thereof, or any other country,
       or political subdivision thereof, or of any court of competent jurisdiction. The Custodian
       shall be entitled to rely on and may act upon advice of counsel (who may be counsel for
       a Fund or the Custodian) on all matters, and shall be without liability for any action
       reasonably taken or omitted pursuant to such advice. The Custodian, in incurring any
       debts, liabilities or obligations or in taking or omitting to take any other actions for or in
       connection with the affairs of a Fund in accordance with this Agreement, is and shall be
       deemed to be acting in its capacity as custodian, and not in its own personal capacity.




                                              12                               CUSTODIAL AGREEMENT
(2)    If the Custodian is instructed to take any action with respect to investments, which
       action involves the payment of money or which action may, in the reasonable belief of
       the Custodian, result in the Custodian, its affiliates, subsidiaries, agents or
       subcustodians being liable for the payment of money or incurring liability of some other
       form, the applicable Fund, as a condition precedent to the Custodian's obligation to take
       such action, shall provide indemnity out of such Fund’s assets only to the Custodian in
       an amount and form satisfactory to the Custodian, acting reasonably. If the Custodian,
       its affiliates, subsidiaries, agents or subcustodians elects in its sole discretion to advance
       cash or investments for the benefit of a Fund for any purpose (including but not limited
       to securities settlements, foreign exchange contracts and contractual settlements), or in
       the event that the Custodian shall incur or be assessed taxes, interest, charges, expenses,
       assessments, or other liabilities for or on behalf of a Fund for which the Custodian or
       such other entity is entitled to reimbursement or indemnification hereunder, cash or
       other property held for the account of such Fund in an amount necessary to make the
       Custodian or such other entity whole is hereby made security therefor and, should such
       Fund fail to repay the Custodian promptly upon request, such Fund and First Asset
       hereby irrevocably authorize and direct the Custodian to utilize available cash and to
       dispose of the assets of such Fund to the extent necessary to make itself whole,
       including, without limitation, the right to set off or appropriate cash or other assets.

(3)    The Custodian shall be without liability to any Fund, and each Fund agrees to indemnify
       the Custodian and its nominees out of such Fund’s assets, for any loss, damage or
       expense suffered or incurred by the Custodian and its nominees arising out of any
       violation by such Fund of any investment or regulatory limitation to which such Fund is
       subject.

(4)    Provided that it has acted in accordance with its standard of care as set out in this
       Agreement, the Custodian shall not be responsible for the title, validity or genuineness,
       including good deliverable form, of any property or evidence of title thereto received by
       it or delivered by it pursuant to this Agreement and shall be held harmless out of the
       affected Fund’s assets only in acting upon any notice, request, consent, certificate or
       instrument reasonably believed by it to be genuine and to be signed or otherwise given
       by the proper party or parties in accordance with this Agreement.

(5)    The Custodian shall not be liable for any special, indirect, incidental or consequential
       damages of any kind whatsoever (included, without limitation, legal fees) in any way
       due to the performance or the failure to perform the Custodian's obligations under the
       Agreement.

SECTION 9 – INDEMNIFICATION

Provided that the Custodian has complied with the provisions of this Agreement, each Fund
hereby agrees to indemnify and hold harmless the Custodian out of such Fund’s assets from
and against any direct loss, liability, claim or expense (including reasonable legal counsel fees
and disbursements) suffered or incurred by the Custodian arising from or in connection with
the performance of its duties hereunder in respect of such Fund. For greater certainty, no Fund
shall have any indemnification obligation under this Section 9, or otherwise under this
Agreement, where the loss, liability, claim or expense suffered or incurred by the Custodian in


                                              13                               CUSTODIAL AGREEMENT
respect of which indemnification is being sought arises from, or is related or connected to,
services rendered by the Custodian to another Fund.

Each Fund’s indemnification obligation under this Section 9, or otherwise under this
Agreement, shall not apply to any liability or expense (including any portion of liability
insurance) occasioned by or resulting from the fraud, wilful default, negligence, breach or
wrongful act of the Custodian or any of its employees, directors or officers in the performance
of the Custodian's duties or obligations hereunder, or a breach by the Custodian of the standard
of care set forth in Section 8(1).

In addition, each Fund agrees to indemnify the Custodian out of such Fund’s assets against any
liability occasioned by reason of taxes assessed against the Custodian or other loss or damage or
expense incurred by the Custodian, resulting from the fact that securities or other property of
the Fund are registered in the name of the Custodian.

SECTION 10 – TAX LAW

The Custodian shall have no responsibility or liability for any obligations now or hereafter
imposed on any Fund or the Custodian as custodian of the Funds (other than in respect of any
such obligation arising out of the Custodian carrying on the business of being a custodian) by
the tax law of Canada or any province or political subdivision of such country. It shall be the
responsibility of each Fund to notify the Custodian of the obligations imposed on the Funds, or
the Custodian as custodian of the Funds by the tax law of jurisdictions 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 the tax law of any such jurisdiction
applicable to the Funds shall be to use reasonable efforts to assist the Funds with respect to any
claim for exemption or refund under the tax law of jurisdictions for which the Funds have
provided such information.

SECTION 11 – ADDITION OF NEW FUNDS

The parties hereto may, from time-to-time, add new investments funds as parties to this
Agreement (each, a “New Fund”). In connection with the addition of a New Fund:

      (a)      the New Fund shall execute and deliver an Instrument of Accession Agreement in
               the form of Schedule Section 11 hereto; and

      (b)      the parties hereto shall update and deliver a revised Schedule “A” reflecting the
               addition of the New Fund.

SECTION 12 - EFFECTIVE PERIOD, TERMINATION, SURVIVAL AND AMENDMENT

(1)         This Agreement shall become effective as of the date first written above, shall continue
            in full force and effect until terminated as hereinafter provided, may be amended at any
            time by mutual written agreement of the parties hereto and may be terminated by either
            a Fund (or all of the Funds) or the Custodian by an instrument in writing delivered or

                                                 14                              CUSTODIAL AGREEMENT
      mailed, postage prepaid to the other party, such termination to take effect not sooner
      than sixty (60) days after the date of such delivery or mailing unless a different period is
      agreed to in writing by the parties (subject to any required regulatory approvals).

      Notwithstanding the foregoing:

      (a)    the Custodian may terminate this Agreement immediately in respect of a Fund in
             the event such Fund is in material breach of its obligations hereunder and has
             failed to cure such breach within thirty (30) days of receiving written notice
             thereof from the Custodian, or in the event any involuntary action or proceeding
             is initiated against such Fund under any applicable insolvency, bankruptcy, or
             reorganization legislation, or similar law;

      (b)    any Fund may terminate this Agreement immediately in respect of such Fund in
             the event the Custodian is in material breach of its obligations hereunder vis-à-
             vis such Fund, and has failed to cure such breach within thirty (30) days of
             receiving written notice thereof from the Fund, or in the event any involuntary
             action or proceeding is initiated against the Custodian under any applicable
             insolvency, bankruptcy, or reorganization legislation, or similar law; and

      (c)    this Agreement shall terminate automatically in respect of a Fund in connection
             with the merger, amalgamation or other consolidation of such Fund with another
             fund or funds if the Fund ceases to continue after such merger, amalgamation or
             consolidation, or in connection with the winding up and dissolution of such
             Fund pursuant to its constating documents.

(2)   The provisions of Sections 3.13, 6, 8, 9, 10, 13 and Section 18 of this Agreement shall
      survive termination of this Agreement for any reason.

(3)   Upon the termination of the Agreement in respect of a Fund, each Fund shall pay to the
      Custodian out of its assets upon demand such compensation as is due under this
      Agreement as of the date of such termination.

SECTION 13 – ACTION ON TERMINATION

(1)   If a successor custodian is appointed by a Fund, the Custodian shall promptly, after
      termination, deliver to such successor custodian at the offices of the Custodian or its
      subcustodians or as otherwise agreed, duly endorsed and in the form for transfer, all
      securities, funds, assets and other property of the Fund in question then held by it
      hereunder and shall transfer to any account of the successor custodian all of such Fund’s
      securities held in a Securities System.

(2)   If no successor custodian is appointed, the Custodian shall, in like manner, upon receipt
      of Proper Instructions from the Fund, transfer such securities, funds, assets and other
      property of the Fund in accordance with such Proper Instructions.




                                            15                               CUSTODIAL AGREEMENT
(3)    In the event that no written order designating a successor custodian and no Proper
       Instructions are delivered to the Custodian on or before the date when such termination
       shall become effective, the Custodian shall have the right to deliver the Fund Assets in
       question then held by it hereunder to one or more banks and/or trust companies of its
       own selection, provided that prompt notification thereof shall be given to the Fund.
       Thereafter, such bank or trust company or banks or trust companies shall be the
       successor or successors of the Custodian under this Agreement.

(4)    In the event that the securities, funds, assets and other property of a Fund remain in the
       possession of the Custodian or its subcustodians after the date of termination hereof
       owing to failure of the Fund in question to appoint a successor custodian or to give the
       Proper Instructions referred to above, the Custodian shall be entitled to fair
       compensation for its services during such period that the Custodian retains possession
       of those assets and the provisions of this Agreement relating to the duties and
       obligations of the Custodian shall remain in full force and effect.

(5)    In the event a Fund exercises its right to terminate this Agreement, at the request of the
       Fund, the Custodian shall terminate any subcustodial or similar agreements specifically
       and solely applicable to such Fund.

SECTION 14 – REPRESENTATIONS AND WARRANTIES

14.1   Representations and Warranties of each Fund

Each Fund represents and warrants to the Custodian that:

       (a)    it has the power and authority to enter into and perform its obligations under
              this Agreement, and that the Agreement has been duly executed by it or in its
              behalf so as to constitute it a valid and binding obligation of the Fund;

       (b)    if applicable, its Manager, Trustee or the General Partner, as the case may be, has
              the power pursuant to the documents establishing such Fund and any related
              statutes to enter into this Agreement and carry out its obligations; and

       (c)    in giving instructions which purport to be Proper Instructions under this
              Agreement, the Manager, Trustee or General Partner, as the case may be, will act
              in accordance with the provisions of the documents establishing such Fund and
              any related statutes.

14.2   Representations and Warranties of Custodian

The Custodian represents and warrants to each Fund that:

       (a)    the Custodian has the power and authority to enter into and perform its
              obligations under this Agreement, and has duly executed this Agreement so as to
              constitute it a valid and binding obligation of the Custodian; and




                                             16                             CUSTODIAL AGREEMENT
       (b)     the Custodian is an entity qualified to act as a custodian pursuant to the
               provisions of NI 81-102.

SECTION 15 – NOTICES

All notices shall be in writing and shall be deemed given when delivered in person, by
facsimile, by overnight delivery through a commercial courier service, or by registered or
certified mail, return receipt requested. Notices shall be addressed to each party at its address
or facsimile number set forth below, or such other address or facsimile number as the recipient
may have specified by earlier notice to the sender.

If to the Custodian:

       State Street Trust Company Canada
       30 Adelaide Street East
       Suite 1200
       Toronto, Ontario
       M5C 3G6

       Attention:      Fund Manager
       Telephone:      416-362-1100
       Facsimile:      416-956-2552

If to any Fund, First Asset or Investment Advisor:

       c/o First Asset Funds Inc.
       95 Wellington Street West
       Suite 1400
       Toronto, Ontario
       M5J 2N7

       Attention:      Chief Operating Officer
       Telephone:      416-640-4938
       Facsimile:      416-362-2199
       Email:          eakkawi@firstasset.com




                                             17                             CUSTODIAL AGREEMENT
SECTION 16– ACCESS

The Custodian shall, on at least one day's written notice given by a Fund, permit an authorized
officer or employee of a Fund and the auditors appointed by such Fund to have access to the
Custodian's records relating to its duties under this Agreement for verification and audit
purposes during regular business hours.

SECTION 17 – INDEPENDENT REPORT

The Custodian shall from time to time provide to the Funds, at such times as First Asset may
reasonably require, a report of its auditors on the accounting system, internal accounting
controls and procedures for safeguarding securities and other matters relating to the services
provided by the Custodian under this Agreement; such reports shall be of sufficient scope and
in sufficient detail, as may reasonably be required by First Asset 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 18 – CONFIDENTIALITY

The Custodian agrees on its own behalf and on behalf of its employees to treat confidentially all
records and other information relating to First Asset or any Fund, except where required to be
disclosed by law or in carrying out its duties under this Agreement, or where the Custodian has
determined, acting reasonably, that such disclosure is necessary for the protection of its
interests or has received the prior written consent of First Asset or a Fund, as applicable, which
consent shall not be unreasonably withheld.

SECTION 19 – PRIVACY MATTERS

In the event that federal and/or provincial legislation that addresses the protection of
individual's personal information applies to any obligation or activity undertaken by the
Custodian pursuant to this Agreement, the Custodian shall use commercially reasonable efforts
to ensure that its services hereunder comply with such laws, including the use of any personal
information solely for the purposes of providing its services pursuant to this Agreement, and
not for any other purpose except with the consent of First Asset or the applicable individual and
not to sell or otherwise improperly disclose personal information to any third party.

SECTION 20 – ASSIGNMENT

This Agreement shall be binding on and shall enure to the benefit of each of the parties hereto
and their respective successors and assigns, provided that, subject to the right of the Custodian
to delegate certain of its powers and duties to subcustodians and agents as provided in Sections
3.14 and 4 hereof, no party may assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of the other parties, such consent not to be
unreasonably withheld.




                                             18                              CUSTODIAL AGREEMENT
SECTION 21 – ENTIRE AGREEMENT

Other than a written fee schedule between the parties hereto as contemplated in Section 7, this
Agreement constitutes the entire Agreement between the parties with respect to its subject
matter.

SECTION 22 – HEADINGS

The division of this Agreement into sections, and the insertion of headings are for convenience
of reference only and are not to affect the construction or interpretation of this Agreement.

SECTION 23 – SEVERABILITY

In the event any provision of this Agreement is held illegal, void or unenforceable, the
remaining provisions shall remain in effect.

SECTION 24 – WAIVER

No waiver of any provision of this Agreement is binding unless it is in writing and signed by all
the parties to this Agreement entitled to grant the waiver. No failure to exercise, and no delay in
exercising, any right or remedy, under this Agreement will be deemed to be a waiver of that
right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to
be a waiver of any subsequent breach of that provision.

SECTION 25 – COUNTERPARTS

This Agreement may be executed and delivered in any number of counterparts, each of which
when executed and delivered is an original but all of which taken together constitute one and
the same instrument. Any party may deliver an executed copy of this Agreement by fax but the
party shall immediately deliver to the other parties an originally executed copy of this
Agreement.

SECTION 26 – GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein. Each of the parties irrevocably
submits to the non-exclusive jurisdiction of the courts of the Province of Ontario. It is
acknowledged by the parties that the laws of other jurisdictions may apply to assets located in
or otherwise relating to another jurisdiction and that such laws may differ from Ontario and
Canadian law.


                                    [Signature Pages Follow]




                                              19                              CUSTODIAL AGREEMENT
The parties hereto have executed this Agreement as of the date first written above.


STATE STREET TRUST COMPANY
CANADA


By:           Johann Lau
       Name: Johann Lau
       Title: Vice President


By:           Phillip Buddle
       Name: Phillip Buddle
       Title: Vice President



TRUSTS
FIRST ASSET YIELD OPPORTUNITY TRUST
AND FIRST ASSET GLOBAL BOND TRUST, in
each case, by its Manager and Trustee, FIRST
ASSET FUNDS INC.




By:   Z. Edward Akkawi
      Z. Edward Akkawi
      Chief Operating Officer


CANADIAN ENERGY CONVERTIBLE
DEBENTURE FUND, by its Manager and Trustee,
FIRST ASSET INVESTMENT MANAGEMENT
INC.




By:   Z. Edward Akkawi
      Z. Edward Akkawi
      Chief Operating Officer




                                             20                              CUSTODIAL AGREEMENT
PARTNERSHIPS
FIRST ASSET ENERGY & RESOURCE FUND, by
its General Partner, FIRST ASSET (I) GENERAL
PARTNER INC.




By:   Z. Edward Akkawi
      Z. Edward Akkawi
      Chief Operating Officer

TDK 2008 FLOW-THROUGH LIMITED
PARTNERSHIP, by its General Partner, TDK
GENERAL PARTNER INC.




By:   Z. Edward Akkawi
      Z. Edward Akkawi
      Chief Operating Officer


CORPORATIONS
GLOBAL 45 SPLIT CORP.




By:   Z. Edward Akkawi
      Z. Edward Akkawi
      Chief Operating Officer


FIRST ASSET CANBANC SPLIT CORP.




By:   Z. Edward Akkawi
      Z. Edward Akkawi
      Chief Operating Officer




                                      21       CUSTODIAL AGREEMENT
                                                   SCHEDULE “A”

                                            FUNDS AND FIRST ASSET

Fund                                  Manager & Trustee        General Partner   Investment          Investment Sub-
                                                                                 Advisor             Advisor

TRUSTS

First Asset Yield Opportunity Trust   First Asset Funds Inc.   N/A               First Asset         N/A
                                                                                 Investment
                                                                                 Management Inc.

First Asset Global Bond Trust         First Asset Funds Inc.   N/A               First Asset         Goldman Sachs
                                                                                 Investment          Asset
                                                                                 Management Inc.     Management LLC

Canadian Energy Convertible           First Asset              N/A               First Asset         N/A
Debenture Fund                        Investment                                 Investment
                                      Management Inc.                            Management Inc.

PARTNERSHIPS

First Asset Energy & Resource Fund    N/A                      First Asset (I)   First Asset         N/A
                                                               General Partner   Investment
                                                               Inc.              Management Inc.

TDK 2008 Flow-Through Limited         N/A                      TDK General       First Asset         Deans Knight
Partnership                                                    Partner Inc.      Investment          Capital
                                                                                 Management Inc.     Management Ltd.

CORPORATIONS

Global 45 Split Corp.                 First Asset Funds Inc.   N/A               First Asset         Principal Global
                                                                                 Investment          Investors LLC
                                                                                 Management Inc.

First Asset CanBanc Split Corp.       First Asset              N/A               N/A                 N/A
                                      Investment
                                      Management Inc.




                                                          22                                  CUSTODIAL AGREEMENT
                                         SCHEDULE “B”

                            PREVIOUS CUSTODIAN CONTRACTS

Trusts

Custodial Agreement made as of August 19, 2003 between First Asset Funds Inc. (as Trustee of First
Asset Yield Opportunity Trust) and State Street Trust Company of Canada

Custodial Agreement made as of August 19, 2003 between First Asset Funds Inc. (as Trustee of First
Asset Global Bond Trust) and State Street Trust Company of Canada

Partnerships

Custodian Agreement made as of August 31, 2005 between Triax Resource Limited Partnership (now
First Asset Energy & Resource Fund), TRF General Partner Inc. (now First Asset (I) General Partner
Inc. and State Street Trust Company Canada

Custodian Agreement made as of January 30, 2008 between TDK General Partner Inc. (as General
Partner of TDK 2008 Flow-Through Limited Partnership) and State Street Trust Company Canada

Corporations

Custodial Agreement made as of May 31, 2004 between Global 45 Split Corp., First Asset Funds Inc. and
State Street Trust Company of Canada

Custodial Agreement made as of November 12, 2008 between First Asset CanBanc Split Corp. and State
Street Trust Company of Canada




                                               23                               CUSTODIAL AGREEMENT
                                        SCHEDULE C

                           REMOTE ACCESS SERVICES LETTER


                                                    _________________, 200_

_______________________
_______________________
_______________________
_______________________
Attention: _______________

       Re: Remote Access Services

Dear Customer:

        State Street Bank and Trust Company, including its subsidiaries and affiliates ("State
Street"), has developed and utilizes proprietary accounting and other systems in conjunction
with the custodian services which we provide to you. In this regard, we maintain certain
information in databases under our control and ownership which we make available to our
customers (the "Remote Access Services").


The Services

       State Street agrees to provide you, the Customer, and your designated investment
advisors, consultants or other third parties authorized by State Street who agree to abide by the
terms of this Agreement ("Authorized Designees") with access to In~SightSM as described in
Exhibit A or such other systems as may be offered from time to time (the "System") on a remote
basis.


Security Procedures

        You agree to comply, and to cause your Authorized Designees to comply, with remote
access operating standards and procedures and with user identification or other password
control requirements and other security procedures as may be issued from time to time by State
Street for use of the System and access to the Remote Access Services. You agree to advise State
Street immediately in the event that you learn or have reason to believe that any person to
whom you have given access to the System or the Remote Access Services has violated or
intends to violate the terms of this Agreement and you will cooperate with State Street in
seeking injunctive or other equitable relief. You agree to discontinue use of the System and
Remote Access Services, if requested, for any security reasons cited by State Street.


Fees
     Fees and charges for the use of the System and the Remote Access Services and related
payment terms shall be as set forth in the Custody Fee Schedule in effect from time to time


                                             24                             CUSTODIAL AGREEMENT
between the parties (the "Fee Schedule"). You shall be responsible for any tariffs, duties or taxes
imposed or levied by any government or governmental agency by reason of the transactions
contemplated by this Agreement, including, without limitation, federal, state and local taxes,
use, value added and personal property taxes (other than income, franchise or similar taxes
which may be imposed or assessed against State Street). Any claimed exemption from such
tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State
Street.


Proprietary Information/Injunctive Relief

       The System and Remote Access Services described herein and the databases, computer
programs, screen formats, report formats, interactive design techniques, formulae, processes,
systems, software, knowhow, algorithms, programs, training aids, printed materials, methods,
books, records, files, documentation and other information made available to you by State
Street as part of the Remote Access Services and through the use of the System and all
copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are
the exclusive, valuable and confidential property of State Street and its relevant licensors (the
"Proprietary Information"). You agree on behalf of yourself and your Authorized Designees to
keep the Proprietary Information confidential and to limit access to your employees and
Authorized Designees (under a similar duty of confidentiality) who require access to the System
for the purposes intended. The foregoing shall not apply to Proprietary Information in the
public domain or required by law to be made public.

         You agree to use the Remote Access Services only in connection with the proper
purposes of this Agreement. You will not, and will cause your employees and Authorized
Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii)
sell, rent, license or otherwise use the System or the Remote Access Services in the operation of
a service bureau or for any purpose other than as expressly authorized under this Agreement,
(iii) use the System or the Remote Access Services for any fund, trust or other investment
vehicle without the prior written consent of State Street, or (iv) allow or cause any information
transmitted from State Street's databases, including data from third party sources, available
through use of the System or the Remote Access Services, to be published, redistributed or
retransmitted for other than use for or on behalf of yourself, as our Customer.

       You agree that neither you nor your Authorized Designees will modify the System in
any way, enhance or otherwise create derivative works based upon the System, nor will you or
your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the
source code for all or any part of the System.

        You acknowledge that the disclosure of any Proprietary Information, or of any
information which at law or equity ought to remain confidential, will immediately give rise to
continuing irreparable injury to State Street inadequately compensable in damages at law and
that State Street shall be entitled to obtain immediate injunctive relief against the breach or
threatened breach of any of the foregoing undertakings, in addition to any other legal remedies
which may be available.




                                              25                              CUSTODIAL AGREEMENT
Limited Warranties

        State Street represents and warrants that it is the owner of and has the right to grant
access to the System and to provide the Remote Access Services contemplated herein. Because
of the nature of computer information technology, including but not limited to the use of the
Internet, and the necessity of relying upon third party sources and data and pricing information
obtained from third parties, the System and Remote Access Services are provided "AS IS", and
you and your Authorized Designees shall be solely responsible for the investment decisions,
results obtained, regulatory reports and statements produced using the Remote Access Services.
State Street and its relevant licensors will not be liable to you or your Authorized Designees for
any direct or indirect, special, incidental, punitive or consequential damages arising out of or in
any way connected with the System or the Remote Access Services, nor shall either party be
responsible for delays or nonperformance under this Agreement arising out of any cause or
event beyond such party's control.

      EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, STATE STREET FOR
ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED
HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Infringement

        State Street will defend or, at our option, settle any claim or action brought against you
to the extent that it is based upon an assertion that access to the System or use of the Remote
Access Services by you under this Agreement constitutes direct infringement of any patent or
copyright or misappropriation of a trade secret, provided that you notify State Street promptly
in writing of any such claim or proceeding and cooperate with State Street in the defense of
such claim or proceeding. Should the System or the Remote Access Services or any part thereof
become, or in State Street's opinion be likely to become, the subject of a claim of infringement or
the like under any applicable patent, copyright or trade secret laws, State Street shall have the
right, at State Street's sole option, to (i) procure for you the right to continue using the System or
the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so
that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this
Agreement without further obligation.




                                               26                               CUSTODIAL AGREEMENT
Termination

        Either party may terminate this Agreement (i) for any reason by giving the other party at
least one-hundred and eighty (180) days' prior written notice in the case of notice of termination
by State Street to you or thirty (30) days' notice in the case of notice from you to State Street of
termination, or (ii) immediately for failure of the other party to comply with any material term
and condition of the Agreement by giving the other party written notice of termination. This
Agreement shall in any event terminate within ninety (90) days after the termination of any
custodian agreement applicable to you. In the event of termination, you will return to State
Street all copies of documentation and other confidential information in your possession or in
the possession of your Authorized Designees. The foregoing provisions with respect to
confidentiality and infringement will survive termination for a period of three (3) years.

Miscellaneous

        This Agreement and the exhibits hereto constitute our entire understanding with respect
to access to the System and the Remote Access Services. This Agreement cannot be modified or
altered except in a writing duly executed by both of us and shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.

       Should you wish to avail yourself of the System and the Remote Access Services, please
sign and return one copy of this letter. If you do not sign and return one copy of this letter we
will deem your and your Authorized Designees' continued use of the System and the Remote
Access Services to be your acceptance of these terms.

       The parties have requested that this Agreement and all related documents be drawn up
in the English language. Les parties ont exigé que la présente convention ainsi que tous les
documents connexes soient rédigés en anglais.

                                      Very truly yours,


                                      STATE STREET BANK AND TRUST COMPANY

                                      By:    Johann Lau
                                      Name: Johann Lau
                                      Title: Vice President
                                      Date:


FIRST ASSET FUNDS INC.



By:      Z. Edward Akkawi
Name:    Z. Edward Akkawi
Title:   Chief Operating Officer
Date:    January 13, 2010


                                              27                               CUSTODIAL AGREEMENT
FIRST ASSET INVESTMENT MANAGEMENT INC.



By:      Z. Edward Akkawi
Name:    Z. Edward Akkawi
Title:   Chief Operating Officer
Date:    January 13, 2010




                                   28    CUSTODIAL AGREEMENT
                                           EXHIBIT A

                                          IN~SIGHTSM

                                   System Product Description



In~SightSM provides bilateral information delivery, interoperability, and on-line access to State
Street. In~SightSM allows users a single point of entry into State Street's diverse systems and
applications.    Reports and data from systems such as Investment Policy MonitorSM,
Multicurrency HorizonSM, Securities Lending, Performance & Analytics and Electronic Trade
Delivery can be accessed through In~SightSM. This Internet-enabled application is designed to
run from a Web browser and perform across low-speed data lines or corporate high-speed
backbones. In~SightSM also offers users a flexible toolset, including an ad-hoc query function, a
custom graphics package, a report designer, and a scheduling capability. Data and reports
offered through In~SightSM will continue to increase in direct proportion with the client roll out,
as it is viewed as the information delivery system that will grow with our clients.




                                              29                              CUSTODIAL AGREEMENT
                                        SCHEDULE 3.10

                                INCUMBENCY CERTIFICATE



[ENTITY AUTHORIZING ITS EMPLOYEES TO GIVE INSTRUCTIONS], (the "define name of
authorizing entity") hereby certifies that the persons whose names appear below are authorized
to act on its behalf, including the authorization to give Proper Instructions, with respect to the
Master Custodian Agreement between STATE STREET TRUST COMPANY CANADA, as
Custodian and certain others dated as of •, 2009. The [insert defined term from line #1]
further certifies that the true signature of each such person is set forth below opposite his name,
and that the Custodian may rely upon this certificate until such time as its receives another
certificate bearing a later date.



NAME                                                 SIGNATURE



____________________________                         ____________________________

____________________________                         ____________________________

____________________________                         ____________________________




____________________________

[ENTITY AUTHORIZING ITS EMPLOYEES

TO GIVE INSTRUCTIONS]



By: _________________________
Title:
Date:




                                              30                              CUSTODIAL AGREEMENT
SCHEDULE 4.1(2)

SUBCUSTODIANS




     31           CUSTODIAL AGREEMENT
                                        SCHEDULE 11

                               INSTRUMENT OF ACCESSION


 Reference is hereby made to the MASTER CUSTODIAN AGREEMENT (the “Agreement”) dated as of
January ____, 2009 by and among STATE STREET TRUST COMPANY CANADA, a trust company
organized under the laws of Canada the (“Custodian”) and each of the investment funds,
mutual funds, trusts, corporations and/or limited partnerships (collectively, the “Funds”;
individual, a “Fund”) signatory thereto or which has or shall become signatory thereto by
execution of an instrument substantially in the form hereof; in each case by the Manager,
Trustee or General Partner of such Fund.

All defined terms used in this Instrument of Accession and not otherwise defined shall have the
meaning given to them in the Agreement.

In order that it may become a party to the aforesaid Agreement, the undersigned hereby agrees
and binds itself to the terms and conditions thereof and acknowledges that by its execution and
delivery of this Instrument of Accession it shall assume all of the obligations and shall be
entitled to all the rights of a Fund (as such term is defined in the Agreement), as if it were an
original party thereto.

This Instrument of Accession shall take effect and shall become a part of the Agreement
immediately upon its execution and delivery.

Executed as of the date set forth below under the laws of the Province of Ontario.

                                     [FUND]

                                     By:______________________________________

                                     Title:

                                     Date:

Accepted and agreed to:

STATE STREET TRUST COMPANY CANADA,

By________________________________

Date:______________________________

By________________________________

Date:______________________________

12307689.3




                                              32                             CUSTODIAL AGREEMENT

				
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