CUSTODIAL SERVICES AGREEMENT BETWEEN METALS PLUS INCOME CORP. - and - CIBC MELLON GLOBAL SECURITIES SERVICES COMPANY (and certain of its Affiliates)

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1 CUSTODIAL SERVICES AGREEMENT BETWEEN METALS PLUS INCOME CORP. - and - CIBC MELLON GLOBAL SECURITIES SERVICES COMPANY (and certain of its Affiliates) Made as of the day of, 2011.

2 Custodial Services Agreement made as of the I t'3 day of, AMONG: Metals Plus Income Corp., a closed end investment fund established as a mutual fund corporation under the laws of Ontario (the "Company") - and - CIBC Mellon Global Securities Services Company, an unlimited liability company incorporated under the laws of the Province of Nova Scotia ("CIBC Mellon") - and - CIBC Mellon Trust Company, a trust company existing under the laws of Canada (the "Custodian") - and - Canadian Imperial Bank of Commerce, a Canadian chartered bank incorporated under the laws of Canada ("CIBC") - and - The Bank of New York Mellon, a New York State chartered bank ("BNY Mellon") WHEREAS: a) the Company wishes to appoint the Custodian as custodian of the Account ; and b) the Custodian, CIBC Mellon, CIBC and BNY Mellon have agreed to enter into this Agreement with the Company to: (i) provide for the services of CIBC Mellon; (ii) provide the appointment and duties of the Custodian; and (iii) provide an indemnity against certain losses by BNY Mellon, CIBC and the Custodian in favour of the Company. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby

3 acknowledged by the parties hereto, the parties each intending to be legally bound, agree as follows: SECTION 1 INTERPRETATION 1.1 Definitions. The terms used herein shall have the following meanings: a) "Account" means the Property which the Company transfers to or deposits with the Custodian together with certain earnings, profits, increments and accruals arising therefrom, less any payments and disbursements authorized pursuant to this Agreement. b) "Affiliate" means with respect to a party other than the Company, that party's affiliated companies within the meaning of the Business Corporations Act (Ontario) ("OBCA"); and with respect to the Service Providers, Affiliate shall be deemed, for the purposes of this Agreement only, to include each of them, BNY Mellon and CIBC, and each of their respective affiliates within the meaning of the OBCA. c) "Agreement" means this agreement, including any and all amendments and schedules hereto and thereto. d) "Applicable Laws" means the Income Tax Act (Canada), as amended and/or restated from time to time and the regulations thereunder, and any tax or other legislation and any regulations, policies or administrative practices of any applicable domestic or foreign regulatory authority, as may from time to time apply to the Account or the provision of services hereunder. e) "Authorized Instructions" means all directions and instructions from an Authorized Party provided in accordance with Section "Authorized Party" means any person or entity properly identified in accordance with Section 4.1. g) "Business Day" means each day other than a Saturday, Sunday, a statutory holiday in Ontario or any day on which the principal chartered banks located in Toronto are not open for business during normal banking hours. h) "Depository" means a recognized domestic, foreign or international depository or clearing facility, book entry system, centralized custodial depository or similar organization.

4 i) "Investment Manager" means Faircourt Asset Management Inc., the manager of the Company and/or any investment manager with respect to the Account which has been appointed by the Company as contemplated by Section 6.2. For greater certainty, a Service Provider or an Affiliate of a Service Provider may be an Investment Manager. j) "National Instrument" means National Instrument General Prospectus Requirements, as amended or restated from time to time. k) "Property" means Securities, cash and any other portfolio assets of the Company. 1) "Securities" means any shares, stocks, bonds, securities, convertible securities, warrants or other similar property or investments (including evidence of securities or title thereto and all rights thereof) other than interests in real property or leasehold or mineral interests. m) "Service Providers" means the Custodian and CIBC Mellon. n) "Tax Obligations" means the responsibility for payment of taxes (including related interest and penalties), withholding of taxes, certification, reporting and filing requirements, claims for exemptions or refunds, and other related expenses in connection with the Account. 1.2 Interpretation. Words importing the singular number shall include the plural and vice-versa. All references to sections and schedules are to sections and schedules to, and forming part of, this Agreement. SECTION 2 APPOINTMENT OF CUSTODIAN 2.1 Appointment of Custodian. The Company appoints the Custodian as custodian of the Account and the Custodian accepts such appointment. The Custodian shall exercise the same degree of care, diligence and skill in the safekeeping of the assets of the Account that a reasonably prudent person would exercise in the circumstances, or, if higher, the degree of care, diligence and skill that the Custodian uses in respect of its own property of a similar nature in its custody (the "Standard of Care"). The Custodian shall have no liability or responsibility for any property until it in fact is received by the Custodian or sub-custodian, as applicable.

5 SECTION 3 APPOINTMENT OF CIBC MELLON 3.1 Appointment of CIBC Mellon. The Custodian appoints CIBC Mellon as its agent to provide such administrative services as it may designate from time to time including: a) receiving all directions, including all Authorized Instructions and notices from the Company, any Investment Manager or any other third party contemplated by this Agreement; b) receiving all fees payable to the Custodian pursuant to this Agreement; and c) executing all documents that the Custodian may enter into. CIBC Mellon may enter into contracts directly with the Company to provide other services and CIBC Mellon shall not be acting as the agent of the Custodian in carrying out the terms of any such agreement. SECTION 4 INSTRUCTIONS 4.1 Authorized Parties. The Company shall furnish the Service Providers with a written list of the names, signatures, and extent of authority of all persons authorized to direct either or both of the Service Providers and otherwise act on behalf of the Company with respect to this Agreement. The Company shall cause each Investment Manager to furnish the Service Providers with a written list of the names and signatures of the person or persons who are authorized to represent the Investment Manager in dealing with the Service Providers. The Service Providers, their agents and sub-custodians shall be entitled to rely on and shall be fully protected in giving effect to instructions from persons or entities so identified until the Service Providers receive written notice from the Company or an Investment Manager as appropriate, of a change of the identity or authority of such person or entities. 4.2 Authorized Instructions. All directions and instructions to the Service Providers given pursuant to this Agreement from an Authorized Party shall be forwarded to CIBC Mellon in writing, by facsimile transmission, or electronic transmission or such other means of transmission as may be agreed upon by CIBC Mellon and the Company, provided that the Service Providers may in their discretion act upon receipt of telephone instructions. The Company agrees to forward to CIBC Mellon written confirmation of any telephone instructions on the same day that they are given, however, any such written confirmation shall in no way affect any action taken by the Service Providers in reliance upon the telephone instructions. iv

6 CIBC Mellon shall use reasonable efforts to monitor its facsimile communication and electronic transmission facilities but Authorized Instructions are deemed not to be received until they are brought to the attention of the person at CIBC Mellon to which they are addressed. Unless otherwise expressly provided, each Authorized Instruction shall continue in full force and effect until superseded or cancelled by another Authorized Instruction. 4.3 Errors, Omissions in Authorized Instructions. Any Authorized Instructions shall, as against the Company and in favour of the Service Providers, be conclusively deemed to be Authorized Instructions for the purposes of this Agreement notwithstanding any error in the transmission thereof or that such Authorized Instructions may not be genuine, if believed by the Service Providers acting in good faith, to be genuine. Provided however that the Service Providers may in their discretion decline to act upon any Authorized Instructions: a) that are insufficient or incomplete; or b) that are not received by the Service Providers in sufficient time to give effect to such Authorized Instructions; or c) where the Service Providers have reasonable grounds for concluding that the same have not been accurately transmitted or are not genuine. If the Service Providers decline to give effect to any Authorized Instructions for any reason set out in the preceding sentence, they shall notify the Company or the Investment Manager forthwith after they so decline. 4.4 No Duty. The Service Providers shall be under no duty or obligation to question any Authorized Instruction, to review any Securities or other Property held in the Account, to make any suggestions with respect to the investment and reinvestment of the assets in the Account, or to evaluate or question the performance of any Authorized Party. No Service Provider shall have any duty or responsibility under any agreement to which it is not an express party to notwithstanding that express or implied reference is made to such agreement herein. The Service Providers shall be fully protected in acting in accordance with Authorized Instructions or for failing to act in the absence of Authorized Instructions. SECTION 5 CONCERNING THE CUSTODIAN 5.1 General Powers and Duties. The Custodian is authorized to and agrees to perform the following duties with respect to the Account in accordance with accepted industry practice in the relevant market:

7 a) Appointment of Sub-Custodians. Appoint sub-custodians, who may be Affiliates, to hold all or part of the Account provided that the arrangements under which a sub-custodian is appointed are such that the Company may either (i) enforce rights directly, or (ii) require the Custodian or a sub-custodian to enforce rights on behalf of the Company, to the Property held by the appointed sub-custodian. The Custodian may direct a sub-custodian to appoint a "sub-sub-custodian". The term sub-custodian shall hereinafter include any "sub-sub-custodian". The Company hereby consents to the appointment of the Custodian's international network of sub-custodians, as may be amended from time to time. The current list of the members of the international network of sub-custodians is attached to this Agreement as Schedule "A". The Service Providers shall not be responsible or liable for any loss or diminution of value of any Property held by the Custodian, its Affiliates, or its sub-custodians. The Service Providers shall not be responsible or liable for any losses or damages suffered by the Company arising as a result of the insolvency of any sub-custodian except to the extent of the Custodian's negligence in its selection or continued retention of such sub-custodian. Any sub-custodian or sub-sub-custodian appointed shall be an entity permitted to act as custodian pursuant to the National Instrument. b) Holding Investments. Hold or cause to be held Securities in bearer form, nominee form, or book entry form or in a Depository provided that the records of the Service Providers clearly indicate that the Securities held are a part of the Account. The Service Providers shall not be responsible for any losses resulting from the deposit or maintenance of Securities with a Depository which is done in accordance with market practice, custom or regulation. c) Collection of Income and Proceeds. Collect income payable to and distributions due to the Account and sign on behalf of the Account any declarations, affidavits, certificates of ownership and other documents required to collect income and principal payments, including but not limited to, tax reclamations, rebates and other withheld amounts, and collect proceeds from Securities or other Property, which may mature, provided that whenever a Security or other Property offers the Custodian the option of receiving dividends in shares or cash, the Custodian is authorized to select the cash option unless the Custodian receives Authorized Instructions to the contrary provided that the Service Provider shall not be responsible for the failure to receive payment of (or late payment of) distributions with respect to Securities or other Property held in the Account. d) Redemption of Securities. Present for redemptions or exchange any Securities or other Property which may be recalled, redeemed, withdrawn or retired provided that timely receipt of written notice of the same is received by the Service Providers from the issuer. e) Deliver Information Received. Use reasonable efforts to submit or cause to be submitted to the Company or the Investment Manager, as designated by the Company vi

8 pursuant to Authorized Instructions, or, in the absence of Authorized Instructions, to the person or entity charged with the investment responsibility for the asset to which the information relates, as the case may be, for appropriate action, all information actually received by the Service Providers from the issuer regarding ownership rights pertaining to Securities held in the Account. Notwithstanding the foregoing, the Service Providers, their sub-custodians and their agents shall be under no duty to investigate, participate in or take affirmative action concerning attendance at meetings, voting, subscription, conversion or other rights attaching to or derived from Securities or other Property comprising the Account or concerning any merger, consolidation, reorganization, receivership, bankruptcy or insolvency proceedings, compromise or arrangement or the deposit of any Securities or other Property in connection therewith or otherwise, except in accordance with Authorized Instructions, and upon such indemnity and provision for fees and expenses as the Service Providers, or their respective sub-custodians or agents may require. The powers described in this Section 5.1 may be exercised by a Service Provider with or without Authorized Instructions, but where a Service Provider acts on Authorized Instructions, the Service Provider shall be fully protected as described in Section 4. Without limiting the generality of the foregoing, a Service Provider shall not be liable for the acts or omissions of any person appointed as agent or sub-custodian pursuant to Authorized Instructions. 5.2 Directed Powers. The Service Providers shall exercise the following powers and authority in the administration of the Account, only upon Authorized Instructions: a) Settle purchases and sales, and engage in other transactions, including receipts and deliveries, exchanges, exercises, conversions, subscriptions, and other voluntary corporate actions, with respect to Securities or other Property received by the Service Providers. b) Take any and all actions necessary with respect to derivative transactions including settling transactions in futures and/or options contracts, short selling programs, foreign exchange contracts, swaps and other derivative investments and execute any documents as directed pursuant to Authorized Instructions to give effect to the foregoing including custodial agreements with brokers/dealers or other entities to hold Account assets. Any such agents appointed pursuant to this Section shall not be agents of either Service Provider. The Service Providers shall, in giving effect to Authorized Instructions pursuant to this Section, be fully protected as described in Section 4, and shall not be liable for any act, omission, cost, expense or loss caused by such agents. c) Make distributions or transfers from the Account. vii

9 d) Enter into foreign currency contracts to effect currency conversions, and may in so doing use the foreign exchange desk of either the Custodian, CIBC, BNY Mellon or an Affiliate. e) Segregate the Account assets into such divisions and sub-accounts as the Company may from time to time direct. f) Execute proxies for any Securities held in the Account. The Service Providers shall be fully protected as described in Section 4 in exercising the foregoing powers and authority. 5.3 Contractual Income. The Service Providers shall credit the Account with income and maturity proceeds on Securities or other Property on contractual payment date net of any taxes or upon actual receipt as agreed by the Company and a Service Provider. To the extent the Company and the Service Provider agree to credit income on contractual payment date, the Service Providers may reverse such accounting entries with back value to the contractual payment date if the Service Providers reasonably believe that such amount shall not be received by them. 5.4 Contractual Settlement. The Service Providers shall attend to the settlement of Securities or other Property transactions on the basis of either contractual settlement day accounting or actual settlement day accounting as agreed between the Company and a Service Provider. To the extent the Company and the Service Provider agree to settle certain Securities or other Property transactions on the basis of contractual settlement date accounting, the Service Providers shall be entitled to reverse with back value to the contractual settlement day any entry relating to such contractual settlement where the related transaction remains unsettled in accordance with established procedures. 5.5 Settlements. Settlements of transactions may be effected in accordance with trading and processing practices customary in the jurisdiction or market where the transaction occurs. The Company acknowledges that this may, in certain circumstances, require the delivery of cash or Securities (or other Property) without the concurrent receipt of Securities (or other Property) or cash and, in such circumstances, the Company shall have sole responsibility for non-receipt of payment (or late payment) by the counterparty. 5.6 Review. The Custodian shall review on a periodic basis, not less frequently than annually, the provisions of this Agreement and all custodial arrangements with sub-custodians appointed by the Custodian to ensure that such custodial arrangements are in compliance with Part 14 of the National Instrument or any successor legislation and that the sub-custodians so appointed by the Custodian comply with the requirements of paragraph 5.1(a) hereof, and the Custodian shall and the Company agrees that it shall be entitled to make any changes to this Agreement or in its sub-custodians or in the agreements made with them as may be necessary to ensure that this viii

10 Agreement and all sub-custodians appointed by the Custodian and the agreements pursuant to which they are appointed comply with such requirements. 5.7 Advise. The Custodian shall, within sixty (60) days following the end of each calendar year of the Company, advise the Company in writing of the names and addresses of all sub-custodians appointed by the Custodian and whether to the best of their knowledge and belief of the Custodian, after making reasonable inquiry, the sub-custodians comply with the requirements of paragraph 5.1(a) hereof and whether this Agreement and all sub-custody agreements are in compliance with Part 14 of the National Instrument or any successor legislation. The Company is entitled to deliver a copy of such report to provincial securities commissions in accordance with the requirements of the National Instrument or any successor legislation. 5.8 Registration. Where Securities are not registered in the name of the Company, they shall be registered in the name of the Custodian or of a sub-custodian or their respective nominees with an account number or other designation in the records of the Custodian, sub-custodian or their respective nominees sufficient to establish that the beneficial ownership of the Securities and cash is vested in the Company, and where Securities are issued in bearer form, the Custodian or sub-custodian shall designate or segregate the same so as to establish that the beneficial ownership of such bearer form Securities is vested in the Company. SECTION 6 INVESTMENT 6.1 Investment of the Account. The Service Providers shall have no responsibility for the investment or reinvestment of the Account, or for any failure to reinvest the Account and shall have no responsibility for any investment decisions. 6.2 Investment Manager. The Company may from time to time appoint one or more Investment Managers to manage the investment of any portion of the Account and, with respect to such portion, to direct the Service Providers with respect to settling investment transactions on behalf of the Account and exercising such other powers as may be granted to Investment Managers. The Company shall give prompt written notice of any such appointment, upon which the Service Providers shall rely until they receive from the Company written notice of the termination of such appointment. In each case where such an appointment is made, the Company shall determine the assets of the Account to be allocated to the Investment Manager from time to time and shall issue Authorized Instructions to CIBC Mellon with respect thereto. 6.3 Cash Balances. CIBC Mellon may retain any cash balance in the Account and may, but need not, invest same in Authorized Investments; or hold the same in the deposit department of the Custodian or one of ix

11 its Affiliates; but the Service Providers and their Affiliates shall not be liable to account for any profit to the Company other than at a rate established from time to time by a Service Provider or its Affiliates. For the purposes of this Section 6.3, "Authorized Investments" means short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a Province or a Canadian chartered bank or trust company (which may include an Affiliate or related party or restricted party of the Custodian), provided that each such obligation is rated at least R1 (middle) by Dominion Bond Rating Service Limited or an equivalent rating by an equivalent rating service. SECTION 7 OVERDRAFTS 7.1 Overdrafts. If an Authorized Instruction would create a debt owing, overdraft or short position in a portion of the Account (an "Overdraft"), then the Service Providers are authorized to, but not obliged to, act on the Authorized Instructions provided, however, that, if the Service Providers so act, and the Company fails to repay or redeliver on demand any cash or Securities advanced by or through the Service Providers or their Affiliates, the Service Providers shall be entitled to collect from and apply any cash held in the Account against any amount owing under this section and/or dispose of any assets of the Company or in the Account and to apply any proceeds of such disposal to the payment of any amount due from the Company or the Account to the Service Providers or an Affiliate against any amount owing under this section. The Service Providers shall have a security interest in the Account in an amount not to exceed the amount of the Overdraft. Interest on any Overdraft in a Canadian dollar account shall be calculated on the daily balance of the amount owing (before and after demand, default and judgment) at a rate established by the Service Providers or an Affiliate as applicable as determined from time to time, subject to such minimum charges as declared from time to time, with interest on overdue interest at the same rate. Interest is payable monthly and shall form part of the Overdraft. Charges on certain foreign currency accounts shall be established by the relevant sub-custodian from time to time using the rates or charges applicable to the relevant foreign market. 7.2 Spot or Forward Contracts. For the purpose of setting off cash balances of the Account against Overdrafts outstanding under this Section 7.1, the Service Providers are authorized to enter into spot or forward foreign exchange contracts, as principal or agent, with or for the Company or the Account. SECTION 8 TAX OBLIGATIONS AND CLAIMS 8.1 Assistance. The Company shall cause an Authorized Party to notify the Service Providers in writing of any Tax Obligations. The Service Providers shall use reasonable efforts, based upon available

12 information, to assist the Authorized Party, to the extent the Authorized Party has provided all necessary information, with respect to any Tax Obligations. 8.2 Payment of Tax Obligations. If any of the Service Providers are responsible under any Applicable Law for any Tax Obligation in respect of the Account, the Company shall cause the Authorized Party to inform the Service Providers in writing of such Tax Obligations, shall direct the Service Providers with respect to the performance of such Tax Obligations and shall provide the Service Providers with the necessary funds and all information required by the Service Providers to fund, pay or meet such Tax Obligations. 8.3 Liability. The Service Providers shall have no responsibility or liability for and shall be indemnified and held harmless by the Company for any assistance provided to the Authorized Party and for any Tax Obligations now or hereafter imposed on the Account or the Company or any of the Service Providers or their sub-custodians in respect of the Account by any taxing authorities, domestic, foreign or international. SECTION 9 REPORTING AND RECORDKEEPING 9.1 Accounts and Records. The Service Providers shall keep records with respect to the Account and such records as directly relate to the Account shall be open to inspection during reasonable business hours by persons duly authorized by the Company upon prior written notice and provided that such inspection shall be conducted in the presence of a representative of the Service Providers. To the extent the Service Providers are legally obligated to permit any persons other than those authorized by the Company to have such access, the Company agrees, upon notice from the Service Providers, that the Service Providers shall provide such persons with access to such records. 9.2 Reports. The Service Providers shall furnish to the Company on a monthly basis, or on such other basis as agreed to in writing by the Service Providers and the Company, and within ninety (90) days after termination of this Agreement, a written statement of account setting forth all investments, receipts, disbursements and other transactions effected by them during such period. 9.3 Review of Reports. If, within ninety (90) days after the Service Providers send to the Company a statement with respect to the Account, the Company has not given the Service Providers written notice of any exception or objection thereto, the statement shall be deemed to have been approved, and in such case, the Service Providers shall not be liable for any matters contained in such statements. xi

13 9.4 Calculation of Market Values. In the event that the Service Providers calculate market values, they shall rely on various commercially recognized data sources in so calculating. The Service Providers shall not be liable for any loss, damage or expense arising as a result of an error in such data sources. 9.5 Other Reports. The Service Providers shall provide such other reports as may be agreed to between the Company and the Service Providers. SECTION 10 FORCE MAJEURE 10.1 Force Majeure. Notwithstanding any other provision of this Agreement, the Company agrees that neither the Service Providers, CIBC nor BNY Mellon shall be responsible or liable for the failure of the Service Providers to perform under this Agreement or for any loss, damage or expense to the Account resulting from any event beyond the reasonable control of the Service Providers or its agents or sub-custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or other similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the assets of the Account; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or any other similar or third-party event; or acts of war, terrorism, insurrection or revolution; or acts of God. This Section 10 shall survive the termination of this Agreement. SECTION 11 COMPENSATION AND EXPENSES 11.1 Fees and Expenses. The Company shall pay to CIBC Mellon for services under this Agreement the fees as agreed from time to time in writing by CIBC Mellon and the Company. Such compensation may be changed from time to time by written consent of CIBC Mellon and the Company. The Company also agrees to pay all reasonable expenses incurred by the Service Providers or their agents in the discharge of their duties under this Agreement. The Service Providers are authorized to debit all such amounts referred to in this Section to the Account or any other account of the Company or to deduct them from any monies received by the Service Providers for the Account. The Company hereby grants the Service Providers a security interest in the Securities, to secure the payment of such fees and expenses. Any solicitation fees payable to the Service Providers by an issuer for solicitation services shall be retained by the Service Providers. xii

14 SECTION 12 GENERAL POWERS AND RESPONSIBILITIES OF THE SERVICE PROVIDERS 12.1 Administrative Powers. Each of the Service Providers may exercise the following powers and authority in the administration of the Account: a) employ agents, advisors and legal counsel, who may be counsel for the Company, and, as a part of its reimbursable expenses under this Agreement, to pay their reasonable compensation and expenses. The Service Providers shall be entitled to rely on and may act upon advice of counsel or other advisors on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice; b) make, execute and deliver any and all documents, agreements or other instruments in writing as are necessary or desirable for the accomplishment of any of the powers and duties in this Agreement; c) refuse to perform any or all of the services to be performed hereunder if, in the opinion of either Service Provider, acting reasonably, there are grounds for such refusal; and d) generally take all action, whether or not expressly authorized, which the Service Providers may deem necessary or desirable for the fulfillment of their duties hereunder Agents. The Service Providers may employ agents, who may be Affiliates, to carry out or exercise any administrative task, or any power or authority granted under or pursuant to this Agreement Title. The Service Providers and their sub-custodians and agents shall not be responsible for the title, validity or genuineness of any Security or evidence of title thereto received by or delivered by them or any defect in ownership or title Prior Custodians. The Service Providers and their sub-custodians and agents shall have no duties, responsibilities or liability with respect to the acts or omissions of any prior custodian or their sub-custodians or agents.

15 SECTION 13 INDEMNIFICATION 13.1 Indemnity to the Company. The Custodian, CIBC and BNY Mellon shall indemnify and hold harmless the Company and agree to be jointly and severally liable in respect of all direct loss, damage or expense arising out of any breach of the Standard of Care by a Service Provider, provided however, that the liability for any loss, damage or expense to which the above indemnity would apply shall be limited to losses, damages or expenses as follows: a) in the case of a loss of a Security, the Security shall be replaced where commercially practicable and reasonably feasible; b) where replacement of such Securities is not commercially practicable and reasonably feasible, the Company shall be paid the market value of such Securities at the time the loss is discovered; and c) in any other case, the amount of any interest or income arising from the Securities to which the Company is entitled, but which is not received by the Company shall be paid to it Indemnity from Company. In addition to and without derogation from any other indemnity afforded to any of them hereunder or otherwise by law the Company shall indemnify and hold harmless CIBC Mellon, CIBC, the Custodian and BNY Mellon, from any loss, damage or expense, including reasonable counsel fees and expenses, arising in connection with this Agreement (except to the extent caused by the Misconduct of a Service Provider) Survival. The indemnifications set out in this Agreement shall survive the termination of this Agreement and the Account. SECTION 14 TERMINATION 14.1 Termination. The Company or a Service Provider may terminate this Agreement without any penalty: a) upon at least ninety (90) days' written notice; b) on 10 days written notice by the non-breaching party for an uncured material breach of this Agreement following 30 days' written notice of such breach; or xiv

16 c) immediately, if any party becomes insolvent, or makes an assignment for the benefit of creditors, or a petition in bankruptcy is filed by or against that party. This Agreement will immediately terminate upon termination of the Company Authorized Instructions. Unless the notice of termination provides otherwise, the Service Providers shall continue to act on all Authorized Instructions up until the date of termination of this Agreement Delivery of Assets. The Service Providers agree to deliver the assets of the Account as soon as practicable after termination of the Agreement to or as instructed by the Company. In the case of Securities held in bearer form or registered in nominee name, the Service Providers need not deliver the actual Securities that were deposited with it, but may deliver Securities of the same issue and denomination. All taxes and other expenses incident to the transfer, resulting from such termination shall be paid by the Company. The Service Providers shall have the right to charge all such taxes and expenses to the Account. SECTION 15 NOTICE 15.1 Notice to the Company. Any notice, demand or other communication from a Service Provider to the Company shall be in writing addressed to the Company as follows: Metals Plus Income Corp. 141 Adelaide Street West, Suite 1402 Toronto, Ontario M5H 3L5 Attention: Chief Executive Officer Facsimile: (416) Notices to Service Providers, CIBC and BNY Mellon. Any list of Authorized Parties and any notice of a change of identity or authority of an Authorized Party, notice of an audit, notice of termination, or any other notice required or permitted to be given under this Agreement (other than an Authorized Instruction) to a Service Provider, to CIBC or to BNY Mellon shall be in writing addressed to CIBC Mellon as follows: XV

17 CIBC Mellon Global Securities Services Company 320 Bay Street P.O. Box 1 Toronto, Ontario M5H 4A6 Attention: Senior Vice President, Client Relationship Management Facsimile: (416) Delivery. Notices given pursuant to this Section 15 may be sent by personal delivery (including courier) during business hours or may be sent by ordinary mail or by facsimile. Such notice shall be deemed to have been delivered at the time of personal delivery, or on the fifth (5 th) Business Day following the day of mailing (unless delivery by mail is likely to be delayed by strike or slowdown of postal workers, in which case it shall be deemed to have been given when it would be delivered in the ordinary course of the mail allowing for such strike or slowdown), or if sent by facsimile, on the day of receipt if sent before 5 p.m. (local time of the recipient) on a Business Day or on the next Business Day if sent after 5 p.m. or not on a Business Day. Any party may change its address by giving notice to the other parties in the manner set forth in this Section Representation. SECTION 16 MISCELLANEOUS (a) (b) The Company represents and warrants that it is a mutual fund corporation, validly subsisting and in good standing under the laws of Ontario and that this Agreement has been duly executed and delivered by the Company; and that it has the right to be indemnified out of the Property of the Company, to the extent permitted by the National Instrment. Each party represents that it has the power and authority to enter into and perform its obligations under this Agreement, that the person or persons signing this Agreement on behalf of the named party are properly authorized and empowered to sign it and that the Agreement is valid and binding on the party and enforceable against the party in accordance with its terms Residency. The Company represents that it is a resident of Canada within the meaning of the Income Tax Act (Canada) Entire Agreement. This Agreement shall constitute the entire agreement between the parties as of the date hereof with respect to all matters herein and its execution has not been induced by, nor do any of the xvi

18 parties hereto rely upon or regard as material, any representations or promises whatsoever not incorporated herein or made by a party hereto Invalidity. If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired Amendment. No provision of this Agreement shall be deemed waived, amended or modified by any party unless such waiver, amendment or modification is in writing and signed by the parties hereto Counterparts. This Agreement may be executed in any number of counterparts (including counterparts sent by facsimile or similar electronic means), each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument Binding on Successor Company. Any corporation resulting from any merger or consolidation to which the Company may be a party or which succeeds to the business of the Company, or to which substantially all the assets of the Company may be transferred while the Company continues as a patty to this Agreement, shall be the successor to the Company hereunder without any further act or formality with like effect as if such successor company had originally been named as the Company herein Successors to Service Providers. Notwithstanding Section 16.9, each of the Custodian and CIBC Mellon may assign this Agreement, or the provisions of the Agreement applicable to it, without the consent of the other parties to the Agreement to any entity which directly or indirectly controls, is controlled by, or is under common control with, the Custodian, CIBC, CIBC Mellon or BNY Mellon, as the case may be. Any corporation which shall by merger, consolidation, purchase, or otherwise, succeed to substantially all the business relevant to this Agreement of any or all of the Custodian, CIBC Mellon, CIBC or BNY Mellon or to which substantially all of the assets relevant to this Agreement of any or all of the Custodian, CIBC Mellon, CIBC or BNY Mellon may be transferred, shall be the successor to the Custodian, CIBC Mellon, CIBC or BNY Mellon hereunder, as the case may be, without any further act or formality with like effect as if such successor Custodian or successor to CIBC Mellon, CIBC or BNY Mellon had originally been named as a party hereunder No Assignment. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as may be otherwise specifically provided herein, no assignment shall be made of this Agreement without the prior written consent of all the parties hereto. xvii

19 16.10 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and any actions, proceedings, claims or disputes regarding it shall be resolved by the courts in that province. The custodial services and transactions made under this Agreement shall be governed by the laws, customs and usages in the jurisdiction in which they took place. xviii

20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above by their duly authorized signing officers. CIBC MELLON GLOBAL SECURITIES SERVICES CO0 CIBC MELLON TRUST COMPANY Name: Title: Craig Robson Authorized Signatory Na Titl Name: Title: :VEY SLIWOWIC - Amthorized Signator CANADIAN IMPERIAL BANK OF COMMER Name: Title: Name: TIM ROURKE Name: Title: AUTHORIZED SIGNATORY Title: METALS PLUS INCOME CORP. Name: Title: Name: Title: HA EY SLIWOWICZ uthorized Signatory THE BANK OF NEW YORK MELLON c---- Alistair Almeida Authorized Signatory ----\, GALEGAL\Advisory\GSS\ClientsTaircourt\Incorp. Funds\Metals Plus\cus110215b.doc

21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above by their duly authorized signing officers. CIBC MELLON GLOBAL SECURITIES SERVICES COMPANY Name: Title: Name: Title: CANADIAN IMPERIAL BANK OF COMMERCE Name: Title: CIBC MELLON TRUST COMPANY Name: Title: Name: Title: THE BANK OF NEW YORK MELLON Name: Title: METALS US INCO CORP. Name: CH 40e46 s 7- -:/e fe--- Title: s.4 e"- rv.7" co- Name: Cse-)S "9 f Title: 1,

22 TABLE OF CONTENTS SECTION 1 ii INTERPRETATION ii 1.1 Definitions. ii 1.2 Interpretation. iii SECTION 2 iii APPOINTMENT OF CUSTODIAN iii 2.1 Appointment of Custodian iii SECTION 3 iv APPOINTMENT OF CIBC MELLON iv 3.1 Appointment of CIBC Mellon. iv SECTION 4 iv INSTRUCTIONS iv 4.1 Authorized Parties iv 4.2 Authorized Instructions iv 4.3 Errors, Omissions in Authorized Instructions 4.4 No Duty SECTION 5 CONCERNING THE CUSTODIAN 5.1 General Powers and Duties. 5.2 Directed Powers. vii 5.3 Contractual Income. viii 5.4 Contractual Settlement viii 5.5 Settlements viii 5.6 Review. viii 5.7 Advise. ix 5.8 Registration. ix SECTION 6 ix INVESTMENT ix 6.1 Investment of the Account. ix 6.2 Investment Manager ix 6.3 Cash Balances. ix SECTION 7 OVERDRAFTS 7.1 Overdrafts. 7.2 Spot or Forward Contracts.

23 SECTION 8 x TAX OBLIGATIONS AND CLAIMS x 8.1 Assistance. x 8.2 Payment of Tax Obligations. xi 8.3 Liability xi SECTION 9 xi REPORTING AND RECORDKEEPING xi 9.1 Accounts and Records. xi 9.2 Reports. xi 9.3 Review of Reports. xi 9.4 Calculation of Market Values. xii 9.5 Other Reports. xii SECTION 10 xii FORCE MAJEURE xii 10.1 Force Majeure. xii SECTION 11 xii COMPENSATION AND EXPENSES xii 11.1 Fees and Expenses. xii SECTION 12 xiii GENERAL POWERS AND RESPONSIBILITIES OF THE SERVICE PROVIDERS xiii 12.1 Administrative Powers xiii 12.2 Agents. xiii 12.3 Title. xiii 12.4 Prior Custodians xiii SECTION 13 xiv INDEMNIFICATION xiv 13.1 Indemnity to the Company xiv 13.2 Indemnity from Company xiv 13.3 Survival xiv SECTION 14 xiv TERMINATION xiv 14.1 Termination xiv 14.2 Authorized Instructions xv 14.3 Delivery of Assets xv SECTION 15 xv NOTICE xv 15.1 Notice to the Company. xv 15.2 Notices to Service Providers, CIBC and BNY Mellon xv 15.3 Delivery xvi

24 SECTION 16 xvi MISCELLANEOUS xvi 16.1 Representation. xvi 16.2 Residency xvi 16.3 Entire Agreement. xvi 16.4 Invalidity xvii 16.5 Amendment xvii 16.6 Counterparts xvii 16.7 Binding on Successor Company. xvii 16.8 Successors to Service Providers. xvii 16.9 No Assignment. xvii Governing Law. xviii