Exhibit
10.2


 


 


 


 


 


 







 



 





CUSTODY
AGREEMENT


 





 



 


dated
as of March 13, 2015


by
and between


 


Princeton
Capital Corporation


 


(“Company”)


 


and


 


U.S.
BANK NATIONAL ASSOCIATION


 


(“Custodian”)


 


 


 


 


 


 


 



    	 



    	 



    

 


Table of Contents


 








	 	 	Page
	1.	DEFINITIONS	2
	2.	APPOINTMENT
    OF CUSTODIAN	7
	3.	DUTIES
    OF CUSTODIAN	8
	4.	REPORTING	17
	5.	DEPOSIT
    IN U.S. SECURITIES SYSTEMS	17
	6.	SECURITIES
    HELD OUTSIDE OF THE UNITED STATES	18
	7.	CERTAIN
    GENERAL TERMS	20
	8.	COMPENSATION
    OF CUSTODIAN	22
	9.	RESPONSIBILITY
    OF CUSTODIAN	23
	10.	SECURITY
    CODES	26
	11.	TAX
    LAW	26
	12.	EFFECTIVE
    PERIOD, TERMINATION	26
	13.	REPRESENTATIONS
    AND WARRANTIES	27
	14.	PARTIES
    IN INTEREST; NO THIRD PARTY BENEFIT	28
	15.	NOTICES	28
	16.	CHOICE
    OF LAW AND JURISDICTION	29
	17.	ENTIRE
    AGREEMENT; COUNTERPARTS	29
	18.	AMENDMENT;
    WAIVER	29
	19.	SUCCESSOR
    AND ASSIGNS	30
	20.	SEVERABILITY	30
	21.	REQUEST
    FOR INSTRUCTIONS	30
	22.	OTHER
    BUSINESS	30
	23.	REPRODUCTION
    OF DOCUMENTS	31
	24.	MISCELLANEOUS	31


 


SCHEDULES


 


SCHEDULE
A – Trade Confirmation


 


SCHEDULE
B – Initial Authorized Persons


 




    	i



    	 



    

 


This CUSTODY
AGREEMENT (this “Agreement”) is dated as of March 13, 2015, and is by and between PRINCETON CAPITAL CORPORATION
(and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State
of Maryland, having its principal place of business at One Riverway, Suite 2020, Houston, TX 77056, and U.S. BANK NATIONAL ASSOCIATION
(and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking
association having a place of business at 190 S. LaSalle St., 8th Floor, Chicago, IL 60603


 


RECITALS


 


WHEREAS,
the Company is a closed-end management investment company, which has elected to be treated as a business development company under
the Investment Company Act of 1940, as amended (the “1940 Act”);


 


WHEREAS,
the Company desires to retain U.S. Bank National Association to act as custodian for the Company and each Subsidiary hereafter
identified to the Custodian;


 


WHEREAS,
the Company desires that certain of the Company’s Securities (as defined below) and cash be held and administered by the
Custodian pursuant to this Agreement; and


 


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


 


		1.	DEFINITIONS



 


		1.1	Defined
                                         Terms. In addition to terms expressly defined elsewhere herein, the following words
                                         shall have the following meanings as used in this Agreement:



 


“Account”
or “Accounts” means the Cash Accounts, the Securities Account, any Subsidiary Cash Account and any Subsidiary
Securities Account, collectively.


 


“Agreement”
means this Custody Agreement (as the same may be amended from time to time in accordance with the terms hereof).


 


“Authorized
Person” has the meaning set forth in Section 7.4.


 


“Business
Day” means a day on which the Custodian or the relevant sub-custodian, including a Foreign Sub-custodian, is open for
business in the market or country in which a transaction is to take place.


 


“Cash
Account” or “Cash Accounts” means any or all of the segregated trust accounts to be established at
the Custodian to which the Custodian shall deposit or credit and hold any cash or Proceeds received by it from time to time from
or with respect to the Securities or the sale of the Securities of the Company, as applicable, which trust accounts shall be designated
the “Cash Proceeds Account”, “Principal Account”, and “Interest Account”.


 


“Company”
has the meaning set forth in the first paragraph of this Agreement.


 






    	2



    	 



    

 


“Confidential
Information” means any databases, computer programs, screen formats, screen designs, report formats, interactive design
techniques, and other similar or related information that may be furnished to the Company by the Custodian from time to time pursuant
to this Agreement.


 


“Custodian”
has the meaning set forth in the first paragraph of this Agreement.


 


“Document
Custodian” means the Custodian when acting in the role of a document custodian hereunder.


 


“Eligible
Investment” means any investment that at the time of its acquisition is one or more of the following:


 


(a)United
States government and agency obligations;


 


(b)commercial
paper having a rating assigned to such commercial paper by Standard & Poor’s Rating Services or Moody’s Investor
Service, Inc. (or, if neither such organization shall rate such commercial paper at such time, by any nationally recognized
rating organization in the United States of America) equal to one of the two highest ratings assigned by such organization, it
being understood that as of the date hereof such ratings by Standard & Poor’s Rating Services are “A1+”
and “A1” and such ratings by Moody’s Investor Service, Inc. are “P1” and “P2”;


 


(c)interest
bearing deposits in United States dollars in United States or Canadian banks with an unrestricted surplus of at least U.S. $250,000,000,
maturing within one year; and


 


(d)money
market funds (including funds of the bank serving as Custodian or its affiliates) or United States government securities funds
designed to maintain a fixed share price and high liquidity.


 


“Eligible
Securities Depository” has the meaning set forth in Section (b)(1) of Rule 17f-7 under the 1940 Act.


 


“Federal
Reserve Bank Book-Entry System” means a depository and securities transfer system operated by the Federal Reserve Bank
of the United States on which are eligible to be held all United States Government direct obligation bills, notes and bonds.


 


“Financing
Documents” has the meaning set forth in Section 3.3(b)(ii).


 


“Foreign
Intermediary” means a Foreign Sub-custodian and Eligible Securities Depository.


 


“Foreign
Sub-custodian” means and includes (i) any branch of a “U.S. Bank,” as that term is defined in Rule 17f-5
under the 1940 Act, (ii) any “Eligible Foreign Custodian,” as that term is defined in Rule 17f-5 under the
1940 Act, having a contract with the Custodian in accordance with Section 6.6, which the Custodian has determined will provide
reasonable care of assets of the Company based on the standards specified in Section 6.7 below.


 






    	3



    	 



    

 


“Foreign
Securities” means Securities for which the primary market is outside the United States.


 


“Loan”
means any U.S. dollar denominated commercial loan, or Participation therein, made by a bank or other financial institution that
by its terms provides for payments of principal and/or interest, including discount obligations and payment- in-kind obligations,
acquired by the Company from time to time.


 


“Loan
Checklist” means a list delivered to the Document Custodian in connection with delivery of each Loan to the Custodian
by the Company that identifies the items contained in the related Loan File.


 


“Loan
File” means, with respect to each Loan delivered to the Document Custodian, each of the Required Loan Documents identified
on the related Loan Checklist.


 


“Noteless
Loan” means a Loan with respect to which (i) the related loan agreement does not require the obligor to execute and
deliver an Underlying Note to evidence the indebtedness created under such Loan and (ii) no Underlying Notes are outstanding with
respect to the portion of the Loan transferred by the issuer or the prior holder of record.


 


“Participation”
means an interest in a Loan that is acquired indirectly by way of a participation from a selling institution.


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization, or any government or agency or political subdivision thereof.


 


“Proceeds”
means, collectively, (i) the net cash proceeds to the Company of the initial public offering by the Company and any subsequent
offering by the Company of any class of securities issued by the Company, (ii) cash distributions, earnings, dividends, fees
and other cash payments paid on the Securities (or, as applicable, Subsidiary Securities) by or on behalf of the issuer or obligor
thereof, or applicable paying agent, (iii) the net cash proceeds of the sale or other disposition of the Securities (or,
as applicable, Subsidiary Securities) pursuant to the terms of this Agreement and (iv) the net cash proceeds to the Company
of any borrowing or other financing by the Company (and any Reinvestment Earnings from investment of any of the foregoing), as
delivered to the Custodian from time to time.


 


“Proper
Instructions” means (i) instructions (including Trade Confirmations) received by the Custodian in form acceptable to
it, from the Company, or any Person duly authorized by the Company, by any of the following means:


 


(a)in
writing signed by one (1) Authorized Person (and delivered by hand, by mail, by overnight courier, or by PDF);


 






    	4



    	 



    

 


(b)by
electronic mail sent by one Authorized Person with one or more other Authorized Person(s) copied;


 


(c)in
tested communication;


 


(d)in
a communication utilizing access codes effected between electro mechanical or electronic devices; or


 


(e)such
other means as may be agreed upon from time to time by the Custodian and the party giving such instructions, including oral instructions;


 


“Reinvestment
Earnings” has the meaning set forth in Section 3.6(b).


 


“Required
Loan Documents” means, for each Loan:


 


(a)other
than in the case of a Participation, an executed copy of the Assignment for such Loan, as identified on the Loan Checklist;


 


(b)with
the exception of Noteless Loans and Participations, the original executed Underlying Note endorsed by the issuer or the prior
holder of record in blank or to the Company, as identified on the Loan Checklist;


 


(c)(i) if
the Company is the sole lender or if the Company or an affiliate of the Company acts as agent for the lenders, (A) an executed
copy of the Underlying Loan Agreement (which may be included in the Underlying Note if so indicated in the Loan Checklist), together
with a copy of all amendments and modifications thereto, as identified on the Loan Checklist, (B) a copy of each related
security agreement (if any) signed by the applicable obligor(s), as identified on the Loan Checklist, and (C) a copy of each
related guarantee (if any) then executed in connection with such Loan, as identified on the Loan Checklist, and (ii) in all
other cases, such copies of the documents described in clauses (A), (B) and (C), which may not be executed copies, as are reasonably
available to the Company, as identified on the Loan Checklist; and


 


(d)a
copy of the Loan Checklist.


 


“Securities”
means, collectively, (i) the investments, including Loans, acquired by the Company and delivered to the Custodian by the Company
from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash
dividends) from the investments described in clause (i). For avoidance of confusion, the term “securities” includes
stocks, shares, bonds, debentures, notes, mortgages or other obligations and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests
therein, or in any property or assets).


 


“Securities
Account” means the segregated trust account to be established at the Custodian to which the Custodian shall deposit
or credit and hold the Securities (other than Loans) received by it pursuant to this Agreement, which account shall be designated
the “Princeton Capital Corporation Securities Custody Account”.


 






    	5



    	 



    

 


“Securities
Custodian” means the Custodian when acting in the role of a securities custodian hereunder.


 


“Securities
Depository” means The Depository Trust Company and any other clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which
acts as a system for the central handling of securities where all securities of any particular class or series of an issuer deposited
within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of
the securities.


 


“Securities
System” means the Federal Reserve Book-Entry System, a clearing agency which acts as a Securities Depository, or another
book entry system for the central handling of securities (including an Eligible Securities Depository).


 


“Street
Delivery Custom” means a custom of the United States securities market to deliver securities which are being sold to
the buying broker for examination to determine that the securities are in proper form.


 


“Street
Name” means the form of registration in which the securities are held by a broker who is delivering the securities to
another broker for the purposes of sale, it being an accepted custom in the United States securities industry that a security
in Street Name is in proper form for delivery to a buyer and that a security may be re-registered by a buyer in the ordinary course.


 


“Subsidiary
Cash Account” shall have the meaning set forth in Section 3.13(b).


 


“Subsidiary
Securities” collectively, (i) the investments, including Loans, acquired by a Subsidiary and delivered to the Custodian
from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash
dividends) from the investments described in clause (i).


 


“Subsidiary
Securities Account” shall have the meaning set forth in Section 3.13(a).


 


“Subsidiary”
means any wholly owned subsidiary of the Company identified to the Custodian by the Company.


 


“Trade
Confirmation” means a confirmation to the Custodian from the Company of the Company’s acquisition of a Loan, and
setting forth applicable information with respect to such Loan, which confirmation may be in the form of Schedule A attached
hereto and made a part hereof, subject to such changes or additions as may be agreed to by, or in such other form as may be agreed
to by, the Custodian and the Company from time to time.


 


“UCC”
shall have the meaning set forth in Section 3.3.


 






    	6



    	 



    

 


“Underlying
Loan Agreement” means, with respect to any Loan, the document or documents evidencing the commercial loan agreement
or facility pursuant to which such Loan is made.


 


“Underlying
Loan Documents” means, with respect to any Loan, the related Underlying Loan Agreement together with any agreements
and instruments (including any Underlying Note) executed or delivered in connection therewith.


 


“Underlying
Note” means the one or more promissory notes executed by an obligor to evidence a Loan.


 


		1.2	Construction.
                                         In this Agreement unless the contrary intention appears:



 


		(a)	any
                                         reference to this Agreement or another agreement or instrument refers to such agreement
                                         or instrument as the same may be amended, modified or otherwise rewritten from time to
                                         time;



 


		(b)	a
                                         reference to a statute, ordinance, code or other law includes regulations and other instruments
                                         under it and consolidations, amendments, re-enactments or replacements of any of them;



 


		(c)	any
                                         term defined in the singular form may be used in, and shall include, the plural with
                                         the same meaning, and vice versa;



 


		(d)	a
                                         reference to a Person includes a reference to the Person’s executors, successors
                                         and permitted assigns;



 


		(e)	an
                                         agreement, representation or warranty in favor of two or more Persons is for the benefit
                                         of them jointly and severally;



 


		(f)	an
                                         agreement, representation or warranty on the part of two or more Persons binds them jointly
                                         and severally;



 


		(g)	a
                                         reference to the term “including” means “including, without limitation,”
                                         and



 


		(h)	a
                                         reference to any accounting term is to be interpreted in accordance with generally accepted
                                         principles and practices in the United States, consistently applied, unless otherwise
                                         instructed by the Company.



 


		1.3	Headings.
                                         Headings are inserted for convenience and do not affect the interpretation of this Agreement.



 






    	7



    	 



    

 


		2.	APPOINTMENT
                                         OF CUSTODIAN



 


		2.1	Appointment
                                         and Acceptance. The Company hereby appoints the Custodian as custodian of certain
                                         Securities and cash owned by the Company and the Subsidiaries (as applicable) and delivered
                                         to the Custodian by the Company from time to time during the period of this Agreement,
                                         on the terms and conditions set forth in this Agreement (which shall include any addendum
                                         hereto which is hereby incorporated herein and made a part of this Agreement), and the
                                         Custodian hereby accepts such appointment and agrees to perform the services and duties
                                         set forth in this Agreement with respect to it, subject to and in accordance with the
                                         provisions hereof. All Required Loan Documents and Securities in certificated form shall
                                         be maintained and held on behalf of the Company by the Custodian in its vaults or the
                                         vaults of a sub-custodian.



 


		2.2	Instructions.
                                         The Company agrees that it shall from time to time provide, or cause to be provided,
                                         to the Custodian all necessary instructions and information, and shall respond promptly
                                         to all inquiries and requests of the Custodian, as may reasonably be necessary to enable
                                         the Custodian to perform its duties hereunder.



 


		2.3	Company
                                         Responsible For Directions. The Company is solely responsible for directing the Custodian
                                         with respect to deposits to, withdrawals from and transfers to or from the Account. Without
                                         limiting the generality of the foregoing, the Custodian has no responsibility for the
                                         Company’s compliance with the 1940 Act, any restrictions, covenants, limitations
                                         or obligations to which the Company may be subject or for which it may have obligations
                                         to third-parties in respect of the Account, and the Custodian shall have no liability
                                         for the application of any funds made at the direction of the Company. The Company shall
                                         be solely responsible for properly instructing all applicable payors to make all appropriate
                                         payments to the Custodian for deposit to the Account, and for properly instructing the
                                         Custodian with respect to the allocation or application of all such deposits.



 


		3.	DUTIES
                                         OF CUSTODIAN



 


		3.1	Segregation.
                                         All Securities and non-cash property held by the Custodian, as applicable, for the account
                                         of the Company (other than Securities maintained in a Securities Depository or Securities
                                         System) shall be physically segregated from other Securities and non-cash property in
                                         the possession of the Custodian and shall be identified as subject to this Agreement.



 


		3.2	Securities
                                         Custody Account. The Custodian shall open and maintain in its trust department a
                                         segregated trust account in the name of the Company, subject only to order of the Custodian,
                                         in which the Custodian shall enter and carry, subject to Section 3.3(b), all Securities
                                         (other than Loans) and other investment assets of the Company which are delivered to
                                         it in accordance with this Agreement. For avoidance of doubt, the Custodian shall not
                                         be required to credit or deposit Loans in the Securities Account but shall instead maintain
                                         a register (in book-entry form or in such other form as it shall deem necessary or desirable)
                                         of such Loans, containing such information as the Company and the Custodian may reasonably
                                         agree; provided that, with respect to such Loans, all Required Loan Documents shall be
                                         held in safekeeping by the Document Custodian, individually segregated from the securities
                                         and investments of any other Person and marked so as to clearly identify them as the
                                         property of the Company in a manner consistent with Rule 17f-1 under the 1940 Act and
                                         as set forth in this Agreement.



 






    	8



    	 



    

 


		3.3	Delivery
                                         of Cash and Securities to Custodian.



 


		(a)	The
                                         Company shall deliver, or cause to be delivered, to the Custodian certain of the Company’s
                                         Securities, cash and other investment assets, including (a) payments of income, payments
                                         of principal and capital distributions received by the Company with respect to such Securities,
                                         cash or other assets owned by the Company at any time during the period of this Agreement,
                                         and (b) cash received by the Company for the issuance, at any time during such period,
                                         of securities or in connection with a borrowing by the Company, except as otherwise permitted
                                         by the 1940 Act. With respect to Loans, Required Loan Documents and other Underlying
                                         Loan Documents shall be delivered to the Custodian in its role as, and at the address
                                         identified for, the Document Custodian. With respect to assets other than Loans, such
                                         assets shall be delivered to the Custodian in its role as, and (where relevant) at the
                                         address identified for, the Securities Custodian.  Except to the extent otherwise
                                         expressly provided herein, delivery of Securities to the Custodian shall be in Street
                                         Name or other good delivery form. The Custodian shall not be responsible for such Securities,
                                         cash or other assets until actually delivered to, and received by it. With respect to
                                         Securities (other than Loan Assets and assets in the nature of “general intangibles”
                                         (as hereinafter defined)) held by the Custodian in its capacity as a “securities
                                         intermediary” (as defined in Section 8-102 of the Uniform Commercial Code as in
                                         effect in the State of New York (the “UCC”)), the Custodian shall
                                         be obligated to exercise due care in accordance with reasonable commercial standards
                                         in discharging its duties as a securities intermediary to obtain and maintain such Securities.



 


	 	(b)	(i)In connection with its acquisition of a Loan or other delivery of
a Security constituting a Loan, the Company shall deliver or cause to be delivered to the Custodian (in its roles as, and at the
address identified for, the Custodian and Document Custodian) a properly completed Trade Confirmation containing such information
in respect of such Loan as the Custodian may reasonably require in order to enable the Custodian to perform its duties hereunder
in respect of such Loan on which the Custodian may conclusively rely without further inquiry or investigation, in such form and
format as the Custodian reasonably may require, and shall deliver to the Document Custodian (in its role as, and at the address
identified for, the Document Custodian) the Required Loan Documents, including the Loan Checklist.




 


(ii)Notwithstanding
anything herein to the contrary, delivery of Securities acquired by the Company (or, if applicable, a Subsidiary thereof) which
constitute Noteless Loans or Participations or which are otherwise not evidenced by a “security” or “instrument”
as defined in Section 8-102 and Section 9-102(a)(47) of the UCC), respectively, shall be made by delivery to the Document Custodian
of (i) in the case of a Noteless Loan, a copy of the loan register with respect to such Noteless Loan evidencing registration
of such Loan on the books and records of the applicable obligor or bank agent to the name of the Company or, if applicable, a
Subsidiary thereof (or, in either case, its nominee) or a copy (which may be a facsimile copy) of an assignment agreement in favor
of the Company (or, if applicable, a Subsidiary thereof) as assignee, and (ii) in the case of a Participation, a copy of the related
participation agreement. Any duty on the part of the Custodian with respect to the custody of such Loans shall be limited to the
exercise of reasonable care by the Custodian in the physical custody of any such documents delivered to it, and any related instrument,
security, credit agreement, assignment agreement and/or other agreements or documents, if any (collectively, “Financing
Documents”), that may be delivered to it. Nothing herein shall require the Custodian to credit to the Securities Account
or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) any such Loan or other asset in the nature
of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain” a sufficient quantity thereof.


 






    	9



    	 



    

 


(iii)The
Custodian may assume the genuineness of any such Financing Document it may receive and the genuineness and due authority of any
signatures appearing thereon, and shall be entitled to assume that each such Financing Document it may receive is what it purports
to be. If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47)
of the UCC, respectively, is or shall be or become available with respect to any Loan to be held by the Custodian under this Agreement,
it shall be the sole responsibility of the Company to make or cause delivery thereof to the Document Custodian, and the Custodian
shall not be under any obligation at any time to determine whether any such original security or instrument has been or is required
to be issued or made available in respect of any Loan or to compel or cause delivery thereof to the Custodian.


 


(iv)Contemporaneously
with the acquisition of any Loan, the Company shall (A) if requested by the Custodian, provide to the Custodian an amortization
schedule of principal payments and a schedule of the interest payable date(s) identifying the amount and due dates of all scheduled
principal and interest payments for such Loan; (B) take all actions necessary for the Company to acquire good title to such Loan;
and (C) take all actions as may be necessary (including appropriate payment notices and instructions to bank agents or other applicable
paying agents) to cause (x) all payments in respect of the Loan to be made to the Custodian and (y) all notices, solicitations
and other communications in respect of such Loan to be directed to the Company. The Custodian shall have no liability for any
delay or failure on the part of the Company to provide necessary information to the Custodian, or for any inaccuracy therein or
incompleteness thereof, or for any delay or failure on the part of the Company to give such effective payment instruction to bank
agents and other paying agents, in respect of the Loans. With respect to each such Loan, the Custodian shall be entitled to rely
on any information and notices it may receive from time to time from the related bank agent, obligor or similar party with respect
to the related Loan Asset, or from the Company, and shall be entitled to update its records (as it may deem necessary or appropriate)
on the basis of such information or notices received, without any obligation on its part independently to verify, investigate
or recalculate such information.


 






    	10



    	 



    

 


		3.4	Release
                                         of Securities.



 


		(a)	The
                                         Custodian shall release and ship for delivery, or direct its agents or sub-custodian
                                         to release and ship for delivery, as the case may be, Securities or Required Loan Documents
                                         (or other Underlying Loan Documents) of the Company held by the Custodian, its agents
                                         or its sub-custodian from time to time upon receipt of Proper Instructions (which shall,
                                         among other things, specify the Securities or Required Loan Documents (or other Underlying
                                         Loan Documents) to be released, with such delivery and other information as may be necessary
                                         to enable the Custodian to perform (including the delivery method)), which may be standing
                                         instructions (in form acceptable to the Custodian), in the following cases:



 


(i)upon
sale of such Securities by or on behalf of the Company, and such sale may, unless and except to the extent otherwise directed
by Proper Instructions, be carried out by the Custodian:


 


		(A)	in
                                         accordance with the customary or established practices and procedures in the jurisdiction
                                         or market where the transactions occur, including 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



 


		(B)	in
                                         the case of a sale effected through a Securities System, in accordance with the rules governing
                                         the operations of the Securities System;



 


(ii)upon
the receipt of payment in connection with any repurchase agreement related to such Securities;


 


(iii)to
a depositary agent in connection with tender or other similar offers for such Securities;


 


(iv)to
the issuer thereof, or its agent, when such Securities are called, redeemed, retired or otherwise become payable (unless otherwise
directed by Proper Instructions, the cash or other consideration is to be delivered to the Custodian, its agents or its sub-custodian);


 


(v)to
an 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 agents or sub-custodian 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 units;


 


(vi)to
brokers, clearing banks or other clearing agents for examination in accordance with the Street Delivery Custom;


 






    	11



    	 



    

 


(vii)for
exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such Securities, or pursuant to any deposit agreement (unless otherwise directed by Proper Instructions,
the new securities and cash, if any, are to be delivered to the Custodian, its agents or its sub-custodian);


 


(viii)in
the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary securities for definitive securities (unless otherwise directed by
Proper Instructions, the new securities and cash, if any, are to be delivered to the Custodian, its agents or its sub-custodian);
and/or


 


(ix)for
any other purpose, but only upon receipt of Proper Instructions and an officer’s certificate signed by an officer of the
Company (which officer shall not have been the Authorized Persons providing the Proper Instructions) stating (i) the specified
securities to be delivered, (ii) the purpose for such delivery, (iii) that such purpose is a proper corporate purpose
and (iv) naming the person or persons to whom delivery of such Securities shall be made, and attaching a certified copy of
a resolution of the board of directors of the Company or an authorized committee thereof approving the delivery of such Proper
Instructions.


 


		3.5	Registration
                                         of Securities. Securities held by the Custodian, its agents or its sub-custodian
                                         (other than bearer securities, securities held in a Securities System or Securities that
                                         are Noteless Loans or Participations) shall be registered in the name of the Company
                                         or its nominee; or, at the option of the Custodian, in the name of the Custodian or in
                                         the name of any nominee of the Custodian, or in the name of its agents or its sub-custodian
                                         or their nominees; or, if directed by the Company by Proper Instruction, may be maintained
                                         in Street Name. The Custodian, its agents and its sub-custodian shall not be obligated
                                         to accept Securities on behalf of the Company under the terms of this Agreement unless
                                         such Securities are in Street Name or other good deliverable form.



 


		3.6	Bank
                                         Accounts, and Management of Cash



 


		(a)	Proceeds
                                         and other cash received by the Custodian from time to time shall be deposited or credited
                                         to the respective Cash Account as designated by the Company. All amounts deposited or
                                         credited to the designated Cash Account shall be subject to clearance and receipt of
                                         final payment by the Custodian.



 


		(b)	Amounts
                                         held in the respective Cash Account from time to time may be invested in Eligible Investments
                                         pursuant to specific written Proper Instructions (which may be standing instructions)
                                         received by the Custodian from two Authorized Persons acting on behalf of the Company.
                                         Such investments shall be subject to availability and the Custodian’s then applicable
                                         transaction charges (which shall be at the Company’s expense). The Custodian shall
                                         have no liability for any loss incurred on any such investment. Absent receipt of such
                                         written instruction from the Company, the Custodian shall have no obligation to invest
                                         (or otherwise pay interest on) amounts on deposit in the respective Cash Accounts. In
                                         no instance will the Custodian have any obligation to provide investment advice to the
                                         Company. Any earnings from such investment of amounts held in the Cash Accounts from
                                         time to time (collectively, “Reinvestment Earnings”) shall be redeposited
                                         in the respective Cash Accounts (and may be reinvested at the written direction of the
                                         Company).



 






    	12



    	 



    

 


		(c)	In
                                         the event that the Company shall at any time request a withdrawal of amounts from any
                                         of the Cash Accounts, the Custodian shall be entitled to liquidate, and shall have no
                                         liability for any loss incurred as a result of the liquidation of, any investment of
                                         the funds credited to such Cash Account as needed to provide necessary liquidity.



 


		(d)	The
                                         Company acknowledges that cash deposited or invested with any bank (including the bank
                                         acting as Custodian) may make a margin or generate banking income for which such bank
                                         shall not be required to account to the Company.



 


		(e)	The
                                         Custodian shall be authorized to open such additional accounts as may be necessary or
                                         convenient for administration of its duties hereunder.



 


		3.7	Foreign
                                         Exchange



 


		(a)	Upon
                                         the receipt of Proper Instructions, the Custodian, its agents or its sub-custodian may
                                         (but shall not be obligated to) enter into all types of contracts for foreign exchange
                                         on behalf of the Company, upon terms acceptable to the Custodian and the Company (in
                                         each case at the Company’s expense), including transactions entered into with the
                                         Custodian, its sub-custodian or any affiliates of the Custodian or the sub-custodian.
                                         The Custodian shall have no liability for any losses incurred in or resulting from the
                                         rates obtained in such foreign exchange transactions; and absent specific and acceptable
                                         Proper Instructions, the Custodian shall not be deemed to have any duty to carry out
                                         any foreign exchange on behalf of the Company. The Custodian shall be entitled at all
                                         times to comply with any legal or regulatory requirements applicable to currency or foreign
                                         exchange transactions.



 


		(b)	The
                                         Company acknowledges that the Custodian, any sub-custodian or any affiliates of the Custodian
                                         or any sub-custodian, involved in any such foreign exchange transactions may make a margin
                                         or generate banking income from foreign exchange transactions entered into pursuant to
                                         this Section for which they shall not be required to account to the Company.



 


		3.8	Collection
                                         of Income. The Custodian, its agents or its sub-custodian shall use reasonable efforts
                                         to collect on a timely basis all income and other payments with respect to the Securities
                                         held hereunder to which the Company shall be entitled, to the extent consistent with
                                         usual custom in the securities custodian business in the United States. Such efforts
                                         shall include collection of interest income, dividends and other payments with respect
                                         to registered domestic securities if, on the record date with respect to the date of
                                         payment by the issuer, the Security is registered in the name of the Custodian or its
                                         nominee (or in the name of its agent or sub-custodian, or their nominees); and interest
                                         income, dividends and other payments with respect to bearer domestic securities if, on
                                         the date of payment by the issuer, such Securities are held by the Custodian or its sub-custodian
                                         or agent; provided, however, that in the case of Securities held in Street Name, the
                                         Custodian shall use commercially reasonable efforts only to timely collect income. In
                                         no event shall the Custodian’s agreement herein to collect income be construed
                                         to obligate the Custodian to commence, undertake or prosecute any legal proceedings.



 






    	13



    	 



    

 


		3.9	Payment
                                         of Moneys.



 


		(a)	Upon
                                         receipt of Proper Instructions, which may be standing instructions, the Custodian shall
                                         pay out from the respective Cash Account designated by the Company (or remit to its agents
                                         or its sub-custodian, and direct them to pay out) moneys of the Company on deposit therein
                                         in the following cases:



 


(i)upon
the purchase of Securities for the Company pursuant to such Proper Instruction; and such purchase may, unless and except to the
extent otherwise directed by Proper Instructions, be carried out by the Custodian:


 


		(A)	in
                                         accordance with the customary or established practices and procedures in the jurisdiction
                                         or market where the transactions occur, including delivering money to the seller thereof
                                         or to a dealer therefor (or any agent for such seller or dealer) against expectation
                                         of receiving later delivery of such securities; or



 


		(B)	in
                                         the case of a purchase effected through a Securities System, in accordance with the rules governing
                                         the operation of such Securities System;



 


(ii)for
the purchase or sale of foreign exchange or foreign exchange agreements for the account of the Company, including transactions
executed with or through the Custodian, its agents or its sub-custodian, as contemplated by Section 3.8 above; and


 


(iii)for
any other purpose directed by the Company, but only upon receipt of Proper Instructions specifying the amount of such payment,
and naming the Person or Persons to whom such payment is to be made.


 


		(b)	At
                                         any time or times, the Custodian shall be entitled to pay (i) itself from any of
                                         the Cash Accounts, whether or not in receipt of express direction or instruction from
                                         the Company, any amounts due and payable to it pursuant to Section 8 hereof, and
                                         (ii) as otherwise permitted by Section 7.5, 9.4 or Section 12.5 below;
                                         provided, however, that in each case, all such payments shall be accounted for to the
                                         Company.



 






    	14



    	 



    

 


		3.10	Proxies.
                                         The Custodian will, with respect to the Securities held hereunder, use reasonable efforts
                                         to cause to be promptly executed by the registered holder of such Securities proxies
                                         received by the Custodian from its agents or its sub-custodian or from issuers of the
                                         Securities being held for the Company, without indication of the manner in which such
                                         proxies are to be voted, and upon receipt of Proper Instructions shall promptly deliver
                                         to the applicable issuer such proxies relating to such Securities. In the absence of
                                         such Proper Instructions, or in the event that such Proper Instructions are not received
                                         in a timely fashion, the Custodian shall be under no duty to act with regard to such
                                         proxies. Notwithstanding the above, neither Custodian nor any nominee of Custodian shall
                                         vote any of the Securities held hereunder by or for the account of the Company, except
                                         in accordance with Proper Instructions.



 


		3.11	Communications
                                         Relating to Securities. The Custodian shall transmit promptly to the Company all
                                         written information (including proxies, proxy soliciting materials, notices, pendency
                                         of calls and maturities of Securities and expirations of rights in connection therewith)
                                         received by the Custodian, from its agents or its sub-custodian or from issuers of the
                                         Securities being held for the Company. The Custodian shall have no obligation or duty
                                         to exercise any right or power, or otherwise to preserve rights, in or under any Securities
                                         unless and except to the extent it has received timely Proper Instruction from the Company
                                         in accordance with the next sentence. The Custodian will not be liable for any untimely
                                         exercise of any right or power in connection with Securities at any time held by the
                                         Custodian, its agents or sub-custodian unless:



 


(i)the
Custodian has received Proper Instructions with regard to the exercise of any such right or power; and


 


(ii)the
Custodian, or its agents or sub-custodian are in actual possession of such Securities,


 


in
each case, at least three (3) Business Days prior to the date on which such right or power is to be exercised. It will be
the responsibility of the Company to notify the Custodian of the Person to whom such communications must be forwarded under this
Section.


 


		3.12	Records.
                                         The Custodian shall create and maintain complete and accurate records relating to its
                                         activities under this Agreement with respect to the Securities, cash or other property
                                         held for the Company under this Agreement, as required by Section 31 of the 1940
                                         Act, and Rules 31a-1 and 31a-2 thereunder. To the extent that the Custodian, in
                                         its sole opinion, is able to do so, the Custodian shall provide assistance to the Company
                                         (at the Company’s reasonable request made from time to time) by providing sub-certifications
                                         regarding certain of its services performed hereunder to the Company in connection with
                                         the Company’s certification requirements pursuant to the Sarbanes-Oxley Act of
                                         2002, as amended. All such records shall be the property of the Company and shall at
                                         all times during the regular business hours of the Custodian be open for inspection by
                                         duly authorized officers, employees or agents of the Company (including its independent
                                         public accountants) and employees and agents of the Securities and Exchange Commission,
                                         upon reasonable request and prior notice and at the Company’s expense. The Custodian
                                         shall, at the Company’s request, supply the Company with a tabulation of Securities
                                         owned by the Company and held by the Custodian and shall, when requested to do so by
                                         the Company and for such compensation as shall be agreed upon between the Company and
                                         the Custodian, include, to the extent applicable, the certificate numbers in such tabulations,
                                         to the extent such information is available to the Custodian.



 






    	15



    	 



    

 


		3.13	Custody
                                         of Subsidiary Securities.



 


		(a)	At
                                         the request of the Company, with respect to each Subsidiary identified to the Custodian
                                         by the Company, there shall be established at the Custodian a segregated trust account
                                         to which the Custodian shall deposit and hold any Subsidiary Securities (other than Loans)
                                         received by it pursuant to this Agreement, which account shall be designated the “[INSERT
                                         NAME OF SUBSIDIARY] Securities Account” (the “Subsidiary Securities Account”).



 


		(b)	At
                                         the request of the Company, with respect to each Subsidiary identified to the Custodian
                                         by the Company, there shall be established at the Custodian a segregated trust account
                                         to which the Custodian shall deposit and hold any Proceeds received by it from time to
                                         time from or with respect to Subsidiary Securities or other Proceeds, which account shall
                                         be designated the “[INSERT NAME OF SUBSIDIARY] Cash Proceeds Account” (the
                                         “Subsidiary Cash Account”).



 


		(c)	To
                                         the maximum extent possible, the provisions of this Agreement regarding Securities of
                                         the Company, the Securities Account and the Cash Accounts shall be applicable to any
                                         Subsidiary Securities, cash and other investment assets, Subsidiary Securities Account
                                         and Subsidiary Cash Account, respectively. The parties hereto agree that the Company
                                         shall notify the Custodian in writing as to the establishment of any Subsidiary as to
                                         which the Custodian is to serve as custodian pursuant to the terms of this Agreement;
                                         and identify in writing any accounts the Custodian shall be required to establish for
                                         such Subsidiary as herein provided.



 


		3.14	Responsibility
                                         for Property Held by Sub-custodians. The Custodian’s responsibility with respect
                                         to the selection or appointment of a sub-custodian shall be limited to a duty to exercise
                                         reasonable care in the selection or retention of such sub-custodian in light of prevailing
                                         settlement and securities handling practices, procedures and controls in the relevant
                                         market. With respect to any costs, expenses, damages, liabilities, or claims (including
                                         attorneys’ and accountants’ fees) incurred as a result of the acts or the
                                         failure to act by any sub-custodian, the Custodian shall take reasonable action to recover
                                         such costs, expenses, damages, liabilities, or claims from such sub-custodian; provided
                                         that the Custodian’s sole liability in that regard shall be limited to amounts
                                         actually received by it from such sub-custodian (exclusive of related costs and expenses
                                         incurred by the Custodian).



 






    	16



    	 



    

 


		4.	REPORTING



 


		(a)	If
                                         requested by the Company, the Custodian shall render to the Company a monthly report
                                         of (i) all deposits to and withdrawals from the Cash Accounts during the month,
                                         and the outstanding balance (as of the last day of the preceding monthly report and as
                                         of the last day of the subject month), (ii) an itemized statement of the Securities
                                         held pursuant to this Agreement as of the end of each month, all transactions in the
                                         Securities during the month, as well as a list of all Securities transactions that remain
                                         unsettled at that time, and (iii) such other matters as the parties may agree from
                                         time to time.



 


		(b)	For
                                         each Business Day, the Custodian shall render to the Company a daily report of (i) all
                                         deposits to and withdrawals from the Cash Accounts for such Business Day and the outstanding
                                         balance as of the end of such Business Day, and (ii) a report of settled trades
                                         of Securities for such Business Day.



 


		(c)	The
                                         Custodian shall have no duty or obligation to undertake any market valuation of the Securities
                                         under any circumstance.



 


		(d)	The
                                         Custodian shall provide the Company, promptly upon request, with such reports as are
                                         reasonably available to it and as the Company may reasonably request from time to time,
                                         concerning (i) the internal accounting controls, including procedures for safeguarding
                                         securities, which are employed by the Custodian or any Foreign Sub-custodian appointed
                                         pursuant to Section 6.1 and (ii) the financial strength of the Custodian or any
                                         Foreign Sub-custodian appointed pursuant to Section 6.1.



 


		5.	DEPOSIT
                                         IN U.S. SECURITIES SYSTEMS



 


The Custodian
may deposit and/or maintain Securities in a Securities System within the United States in accordance with applicable Federal Reserve
Board and Securities and Exchange Commission rules and regulations, including Rule 17f-4 under the 1940 Act, and subject
to the following provisions:


 


		(a)	The
                                         Custodian may keep domestic Securities in a U.S. Securities System; provided that such
                                         Securities are represented in an account of the Custodian in the U.S. Securities System
                                         which shall not include any assets of the Custodian other than assets held by it as a
                                         fiduciary, custodian or otherwise for customers;



 


		(b)	The
                                         records of the Custodian with respect to Securities which are maintained in a U.S. Securities
                                         System shall identify by book-entry those Securities belonging to the Company;



 


		(c)	If
                                         requested by the Company, the Custodian shall provide to the Company copies of all notices
                                         received from the U.S. Securities System of transfers of Securities for the account of
                                         the Company; and



 






    	17



    	 



    

 


		(d)	Anything
                                         to the contrary in this Agreement notwithstanding, the Custodian shall not be liable
                                         to the Company for any direct loss, damage, cost, expense, liability or claim to the
                                         Company resulting from use of any U.S. Securities System (other than to the extent resulting
                                         from the gross negligence, misfeasance or misconduct of the Custodian itself, or from
                                         failure of the Custodian to enforce effectively such rights as it may have against the
                                         U.S. Securities System).



 


		6.	SECURITIES
                                         HELD OUTSIDE OF THE UNITED STATES



 


		6.1	Appointment
                                         of Foreign Sub-custodian. The Company hereby authorizes and instructs the Custodian
                                         in its sole discretion to employ one or more Foreign Sub-custodians to act as Eligible
                                         Securities Depositories or as sub-custodian to hold the Securities and other assets of
                                         the Company maintained outside the United States, subject to the Company’s approval
                                         in accordance with this Section. If the Custodian wishes to appoint a Foreign Sub-custodian
                                         to hold property of the Company subject to this Agreement, it will so notify the Company
                                         and provide it with information reasonably necessary to determine any such new Foreign
                                         Sub-custodian’s eligibility under Rule 17f-5 under the 1940 Act, including
                                         a copy of the proposed agreement with such Foreign Sub-custodian. The Company shall at
                                         the meeting of its board of directors next following receipt of such notice and information
                                         give a written approval or disapproval of the proposed action.



 


		6.2	Assets
                                         to be Held. The Custodian shall limit the Securities and other assets maintained
                                         in the custody of the Foreign Sub-custodian to: (a) Foreign Securities and (b) cash
                                         and cash equivalents in such amounts as the Company (through Proper Instructions) may
                                         determine to be reasonably necessary to effect the Company’s transactions in such
                                         investments.



 


		6.3	Omnibus
                                         Accounts. The Custodian may hold Foreign Securities and related Proceeds with one
                                         or more Foreign Sub-custodians or Eligible Securities Depositories in each case in a
                                         single account with such Sub-custodian or Securities Depository that is identified as
                                         belonging to the Custodian for the benefit of its customers; provided however, that the
                                         records of the Custodian with respect to Securities and related Proceeds that are property
                                         of the Company maintained in such account(s) shall identify by book-entry those
                                         Securities and other property as belonging to the Company.



 


		6.4	Reports
                                         Concerning Foreign Sub-custodian. The Custodian will supply to the Company, upon
                                         request from time to time, statements in respect of the Securities held by Foreign Sub-custodians
                                         or Eligible Securities Depositories, including an identification of the Foreign Sub-custodians
                                         and Eligible Securities Depositories having physical possession of the Foreign Securities.



 






    	18



    	 



    

 


		6.5	Transactions
                                         in Foreign Custody Account. Notwithstanding any provision of this Agreement to the
                                         contrary, settlement and payment for Securities received by a Foreign Intermediary for
                                         the account of the Company may be effected in accordance with the customary established
                                         securities trading or securities processing practices and procedures in the jurisdiction
                                         or market in which the transaction occurs, including delivering securities to the purchaser
                                         thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a
                                         receipt with the expectation of receiving later payment for such securities from such
                                         purchaser or dealer.



 


		6.6	Foreign
                                         Sub-custodian. Each contract or agreement pursuant to which the Custodian employs
                                         a Foreign Sub-custodian shall include provisions that provide: (i) for indemnification
                                         or insurance arrangements (or any combination of the foregoing) such that the Company
                                         will be adequately protected against the risk of loss of assets held in accordance with
                                         such contract; (ii) that the Company’s assets will not be subject to any right,
                                         charge, security interest, lien or claim of any kind in favor of the Sub-custodian or
                                         its creditors (except a claim of payment for their safe custody or administration) or,
                                         in the case of cash deposits, liens or rights in favor of creditors of the Sub-custodian
                                         arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership
                                         for the Company’s assets will be freely transferable without the payment of money
                                         or value other than for safe custody or administration; (iv) that adequate records
                                         will be maintained identifying the assets as belonging to the Company or as being held
                                         by a third party for the benefit of the Company; (v) that the Company’s independent
                                         public accountants will be given access to those records or confirmation of the contents
                                         of those records; and (vi) that the Company will receive periodic reports with respect
                                         to the safekeeping of the Company’s assets, including notification of any transfer
                                         to or from a Company’s account or a third party account containing assets held
                                         for the benefit of the Company. Such contract may contain, in lieu of any or all of the
                                         provisions specified above, such other provisions that the Custodian determines will
                                         provide, in their entirety, the same or a greater level of care and protection for Company
                                         assets as the specified provisions, in their entirety.



 


		6.7	Custodian’s
                                         Responsibility for Foreign Sub-custodian.



 


		(a)	With
                                         respect to its responsibilities under this Section 6, the Custodian agrees to exercise
                                         reasonable care, prudence and diligence such as a person having responsibility for the
                                         safekeeping of property of the Company would exercise. The Custodian further agrees that
                                         the Foreign Securities will be subject to reasonable care, based on the standards applicable
                                         to the Custodian in the relevant market, if maintained with each Foreign Sub-custodian,
                                         after considering all factors relevant to the safekeeping of such assets, including:
                                         (i) the Foreign Sub-custodian’s practices, procedures, and internal controls,
                                         including the physical protections available for certificated securities (if applicable),
                                         the method of keeping custodial records, and the security and data protection practices;
                                         (ii) whether the Foreign Sub-custodian has the requisite financial strength to provide
                                         reasonable care for Company assets; (iii) the Foreign Sub-custodian’s general
                                         reputation and standing and, in the case of Eligible Securities Depository, the Eligible
                                         Securities Depository’s operating history and number of participants; and (iv) whether
                                         the Company will have jurisdiction over and be able to enforce judgments against the
                                         Foreign Sub-custodian, such as by virtue of the existence of any offices of the Foreign
                                         Sub-custodian in the United States or the Sub-custodian’s consent to service of
                                         process in the United States.



 






    	19



    	 



    

 


		(b)	At
                                         the end of each calendar quarter, the Custodian shall provide written reports notifying
                                         the board of directors of the Company as to the placement of the Foreign Securities and
                                         cash of the Company with a particular Foreign Sub-custodian and of any material changes
                                         in the Company’s foreign custody arrangements. The Custodian shall promptly take
                                         such steps as may be required to withdraw assets of the Company from any Foreign Sub-custodian
                                         that has ceased to meet the requirements of Rule 17f-5 under the 1940 Act.



 


		(c)	The
                                         Custodian shall establish a system to monitor the appropriateness of maintaining the
                                         Company’s assets with a particular Foreign Sub-custodian and the performance of
                                         the contract governing the Company’s arrangements with such Foreign Sub-custodian.



 


		(d)	The
                                         Custodian’s responsibility with respect to the selection or appointment of a Foreign
                                         Sub-custodian shall be limited to a duty to exercise reasonable care in the selection
                                         or retention of such Foreign Intermediaries in light of prevailing settlement and securities
                                         handling practices, procedures and controls in the relevant market. With respect to any
                                         costs, expenses, damages, liabilities, or claims (including attorneys’ and accountants’
                                         fees) incurred as a result of the acts or the failure to act by any Foreign Sub-custodian,
                                         the Custodian shall take reasonable action to recover such costs, expenses, damages,
                                         liabilities, or claims from such Foreign Sub-custodian; provided that the Custodian’s
                                         sole liability in that regard shall be limited to amounts actually received by it from
                                         such Foreign Intermediaries (exclusive of related costs and expenses incurred by the
                                         Custodian). The Custodian shall have no responsibility for any act or omission (or the
                                         insolvency of) any Securities System (including an Eligible Securities Depository). In
                                         the event the Company incurs a loss due to the negligence, willful misconduct, or insolvency
                                         of a Securities System (including an Eligible Securities Depository), the Custodian shall
                                         make reasonable endeavors, in its discretion, to seek recovery from the Eligible Securities
                                         Depository.



 


		7.	CERTAIN
                                         GENERAL TERMS



 


		7.1	No
                                         Duty to Examine Underlying Instruments. Nothing herein shall obligate the Custodian
                                         to review or examine the terms of any underlying instrument, certificate, credit agreement,
                                         indenture, loan agreement, promissory note, or other financing document evidencing or
                                         governing any Security to determine the validity, sufficiency, marketability or enforceability
                                         of any Security (and shall have no responsibility for the genuineness or completeness
                                         thereof), or otherwise.



 






    	20



    	 



    

 


		7.2	Resolution
                                         of Discrepancies. In the event of any discrepancy between the information set forth
                                         in any report provided by the Custodian to the Company and any information contained
                                         in the books or records of the Company, the Company shall promptly notify the Custodian
                                         thereof and the parties shall cooperate to diligently resolve the discrepancy.



 


		7.3	Improper
                                         Instructions. Notwithstanding anything herein to the contrary, the Custodian shall
                                         not be obligated to take any action (or forebear from taking any action), which it reasonably
                                         determines (at its sole option) to be contrary to the terms of this Agreement or applicable
                                         law. In no instance shall the Custodian be obligated to provide services on any day that
                                         is not a Business Day.



 


		7.4	Proper
                                         Instructions



 


		(a)	The
                                         Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying
                                         the names and specimen signatures of persons authorized to give Proper Instructions (collectively,
                                         “Authorized Persons” and each is an “Authorized Person”),
                                         which notice shall be signed by any two Authorized Persons previously certified to the
                                         Custodian. The Custodian shall be entitled to rely upon the identity and authority of
                                         such persons until it receives written notice from two Authorized Persons of the Company
                                         to the contrary. The initial Authorized Persons are set forth on Schedule B attached
                                         hereto and made a part hereof (as such Schedule B may be modified from time to
                                         time by written notice from the Company to the Custodian); and the Company hereby represents
                                         and warrants that the true and accurate specimen signatures of such initial Authorized
                                         Persons are set forth on Schedule B.



 


		(b)	The
                                         Custodian shall have no responsibility or liability to the Company (or any other person
                                         or entity), and shall be indemnified and held harmless by the Company, in the event that
                                         a subsequent written confirmation of an oral instruction fails to conform to the oral
                                         instructions received by the Custodian. The Custodian shall not have an obligation to
                                         act in accordance with purported instructions to the extent that they conflict with applicable
                                         law or regulations, local market practice or the Custodian’s operating policies
                                         and practices. The Custodian shall not be liable for any loss resulting from a delay
                                         while it obtains clarification of any Proper Instructions.



 


		7.5	Actions
                                         Permitted Without Express Authority. The Custodian may, at its discretion, without
                                         express authority from the Company:



 


		(a)	make
                                         payments to itself as described in or pursuant to Section 3.9(b), or to make payments
                                         to itself or others for minor expenses of handling securities or other similar items
                                         relating to its duties under this Agreement; provided all such payments shall be accounted
                                         for to the Company;



 


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



 


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



 






    	21



    	 



    

 


		(d)	in
                                         general attend to all nondiscretionary details in connection with the sale, exchange,
                                         substitution, purchase, transfer and other dealings with the securities and property
                                         of the Company.



 


		7.6	Evidence
                                         of Authority. The Custodian shall be protected in acting upon any instructions, 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 the Company
                                         by Authorized Persons. The Custodian may receive and accept a certificate signed by any
                                         two Authorized Persons as conclusive evidence of:



 


		(a)	the
                                         authority of any person to act in accordance with such certificate; or



 


		(b)	any
                                         determination or action by the Company 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
from two Authorized Persons of the Company.


 


		7.7	Receipt
                                         of Communications. Any communication received by the Custodian on a day which is
                                         not a Business Day or after 4:30 p.m., Eastern time (or such other time as is agreed
                                         by the Company and the Custodian from time to time), on a Business Day will be deemed
                                         to have been received on the next Business Day (but in the case of communications so
                                         received after 4:30 p.m., Eastern time, on a Business Day the Custodian will use its
                                         best efforts to process such communications as soon as possible after receipt).



 


		8.	COMPENSATION
                                         OF CUSTODIAN



 


		8.1	Fees.
                                         The Custodian shall be entitled to compensation for its services in accordance with the
                                         terms of that certain fee letter dated on or about February 12, 2015.



 


		8.2	Expenses.
                                         The Company agrees to pay or reimburse to the Custodian upon its request from time to
                                         time all costs, disbursements, advances, and expenses (including reasonable fees and
                                         expenses of legal counsel) incurred, and any disbursements and advances made (including
                                         any Account overdraft resulting from any settlement or assumed settlement, provisional
                                         credit, chargeback, returned deposit item, reclaimed payment or claw-back, or the like),
                                         in connection with the preparation or execution of this Agreement or in connection with
                                         the transactions contemplated hereby or the administration of this Agreement or performance
                                         by the Custodian of its duties and services under this Agreement, from time to time (including
                                         costs and expenses of any action deemed necessary by the Custodian to collect any amounts
                                         owing to it under this Agreement).



 






    	22



    	 



    

 


		9.	RESPONSIBILITY
                                         OF CUSTODIAN



 


		9.1	General
                                         Duties. The Custodian shall have no duties, obligations or responsibilities under
                                         this Agreement or with respect to the Securities or Proceeds except for such duties as
                                         are expressly and specifically set forth in this Agreement, and the duties and obligations
                                         of the Custodian shall be determined solely by the express provisions of this Agreement.
                                         No implied duties, obligations or responsibilities shall be read into this Agreement
                                         against, or on the part of, the Custodian.



 


		9.2	Instructions



 


		(a)	The
                                         Custodian shall be entitled to refrain from taking any action unless it has such instruction
                                         (in the form of Proper Instructions) from the Company as it reasonably deems necessary,
                                         and shall be entitled to require, upon notice to the Company, that Proper Instructions
                                         to it be in writing. The Custodian shall have no liability for any action (or forbearance
                                         from action) taken pursuant to the Proper Instruction of the Company.



 


		(b)	Whenever
                                         the Custodian is entitled or required to receive or obtain any communications or information
                                         pursuant to or as contemplated by this Agreement, it shall be entitled to receive the
                                         same in writing, in form, content and medium reasonably acceptable to it and otherwise
                                         in accordance with any applicable terms of this Agreement; and whenever any report or
                                         other information is required to be produced or distributed by the Custodian it shall
                                         be in form, content and medium reasonably acceptable to it and the Company and otherwise
                                         in accordance with any applicable terms of this Agreement.



 


		9.3	General
                                         Standards of Care. Notwithstanding any terms herein contained to the contrary, the
                                         acceptance by the Custodian of its appointment hereunder is expressly subject to the
                                         following terms, which shall govern and apply to each of the terms and provisions of
                                         this Agreement (whether or not so stated therein):



 


		(a)	The
                                         Custodian may rely on (and shall be protected in acting or refraining from acting in
                                         reliance upon) any written notice, instruction, statement, certificate, request, waiver,
                                         consent, opinion, report, receipt or other paper or document furnished to it (including
                                         any of the foregoing provided to it by telecopier or electronic means), not only as to
                                         its due execution and validity, but also as to the truth and accuracy of any information
                                         therein contained, which it in good faith believes to be genuine and signed or presented
                                         by the proper person (which in the case of any instruction from or on behalf of the Company
                                         shall be any two Authorized Persons); and the Custodian shall be entitled to presume
                                         the genuineness and due authority of any signature appearing thereon. The Custodian shall
                                         not be bound to make any independent investigation into the facts or matters stated in
                                         any such notice, instruction, statement, certificate, request, waiver, consent, opinion,
                                         report, receipt or other paper or document; provided, however, that, if the form thereof
                                         is specifically prescribed by the terms of this Agreement, the Custodian shall examine
                                         the same to determine whether it substantially conforms on its face to such requirements
                                         hereof.



 






    	23



    	 



    

 


		(b)	Neither
                                         the Custodian nor any of its directors, officers or employees shall be liable to anyone
                                         for any error of judgment, or for any act done or step taken or omitted to be taken by
                                         it (or any of its directors, officers of employees), or for any mistake of fact or law,
                                         or for anything which it may do or refrain from doing in connection herewith, unless
                                         such action or inaction constitutes gross negligence, willful misconduct or bad faith
                                         on its part and in breach of the terms of this Agreement. The Custodian shall not be
                                         liable for any action taken by it in good faith and reasonably believed by it to be within
                                         powers conferred upon it, or taken by it pursuant to any direction or instruction by
                                         which it is governed hereunder, or omitted to be taken by it by reason of the lack of
                                         direction or instruction required hereby for such action. Except as otherwise expressly
                                         provided herein, the Custodian shall not be under any obligation at any time to ascertain
                                         whether the Company is in compliance with the 1940 Act, the regulations thereunder, or
                                         the Company’s investment objectives and policies then in effect.



 


		(c)	In
                                         no event shall the Custodian be liable for any indirect, special or consequential damages
                                         (including lost profits) whether or not it has been advised of the likelihood of such
                                         damages.



 


		(d)	The
                                         Custodian may consult with, and obtain advice from, legal counsel selected in good faith
                                         with respect to any question as to any of the provisions hereof or its duties hereunder,
                                         or any matter relating hereto, and the written opinion or advice of such counsel shall
                                         be full and complete authorization and protection in respect of any action taken, suffered
                                         or omitted by the Custodian in good faith in accordance with the opinion and directions
                                         of such counsel; the reasonable cost of such services shall be reimbursed pursuant to
                                         Section 8.2 above.



 


		(e)	The
                                         Custodian shall not be deemed to have notice of any fact, claim or demand with respect
                                         hereto unless actually known by an officer working in its Corporate Trust Services group
                                         and charged with responsibility for administering this Agreement or unless (and then
                                         only to the extent received) in writing by the Custodian at the applicable address(es)
                                         as set forth in Section 15 and specifically referencing this Agreement.



 


		(f)	No
                                         provision of this Agreement shall require the Custodian to expend or risk its own funds,
                                         or to take any action (or forbear from action) hereunder which might in its judgment
                                         involve any expense or any financial or other liability unless it shall be furnished
                                         with acceptable indemnification. Nothing herein shall obligate the Custodian to commence,
                                         prosecute or defend legal proceedings in any instance, whether on behalf of the Company
                                         or on its own behalf or otherwise, with respect to any matter arising hereunder, or relating
                                         to this Agreement or the services contemplated hereby.



 






    	24



    	 



    

 


		(g)	The
                                         permissive right of the Custodian to take any action hereunder shall not be construed
                                         as duty.



 


		(h)	The
                                         Custodian may act or exercise its duties or powers hereunder through agents (including
                                         for the avoidance of doubt, sub-custodians) or attorneys, and the Custodian shall not
                                         be liable or responsible for the actions or omissions of any such agent or attorney appointed
                                         and maintained with reasonable due care.



 


		(i)	All
                                         indemnifications contained in this Agreement in favor of the Custodian shall survive
                                         the termination of this Agreement or earlier resignation of the Custodian.



 


		9.4	Indemnification;
                                         Custodian’s Lien.



 


		(a)	The
                                         Company shall and does hereby indemnify and hold harmless each of the Custodian, and
                                         any Foreign Sub-custodian appointed pursuant to Section 6.1 above, for and from
                                         any and all costs and expenses (including reasonable attorney’s fees and expenses),
                                         and any and all losses, damages, claims and liabilities, that may arise, be brought against
                                         or incurred by the Custodian, and any advances or disbursements made by the Custodian
                                         (including in respect of any Account overdraft, returned deposit item, chargeback, provisional
                                         credit, settlement or assumed settlement, reclaimed payment, claw-back or the like),
                                         as a result of, relating to, or arising out of this Agreement, or the administration
                                         or performance of the Custodian’s duties hereunder, or the relationship between
                                         the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian
                                         created hereby, other than such liabilities, losses, damages, claims, costs and expenses
                                         as are directly caused by the Custodian’s action or inaction constituting gross
                                         negligence or willful misconduct.



 


		(b)	The
                                         Custodian shall have and is hereby granted a continuing lien upon and security interest
                                         in, and right of set-off against, the Account, and any funds (and investments in which
                                         such funds may be invested) held therein or credited thereto from time to time, whether
                                         now held or hereafter required, and all proceeds thereof, to secure the payment of any
                                         amounts that may be owing to the Custodian under or pursuant to the terms of this Agreement,
                                         whether now existing or hereafter arising.



 


		9.5	Force
                                         Majeure. Without prejudice to the generality of the foregoing, the Custodian shall
                                         be without liability to the Company for any damage or loss resulting from or caused by
                                         events or circumstances beyond the Custodian’s reasonable control, including nationalization,
                                         expropriation, currency restrictions, the interruption, disruption or suspension of the
                                         normal procedures and practices of any securities market, power, mechanical, communications
                                         or other technological failures or interruptions, computer viruses or the like, fires,
                                         floods, earthquakes or other natural disasters, civil and military disturbance, acts
                                         of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national
                                         disasters of any kind, or other similar events or acts; errors by the Company (including
                                         any Authorized Person) in its instructions to the Custodian; or changes in applicable
                                         law, regulation or orders.



 






    	25



    	 



    

 


		10.	SECURITY
                                         CODES



 


If the Custodian
issues to the Company security codes, passwords or test keys in order that it may verify that certain transmissions of information,
including Proper Instructions, have been originated by the Company, the Company shall take all commercially reasonable steps to
safeguard any security codes, passwords, test keys or other security devices that the Custodian shall make available.


 


		11.	TAX
                                         LAW



 


		11.1	Domestic
                                         Tax Law. The Custodian shall have no responsibility or liability for any obligations
                                         now or hereafter imposed on the Company, or the Custodian as custodian of the Securities
                                         or the Proceeds, by the tax law of the United States or any state or political subdivision
                                         thereof. The Custodian shall be kept indemnified by and be without liability to the Company
                                         for such obligations including taxes (but excluding any income taxes assessable in respect
                                         of compensation paid to the Custodian pursuant to this Agreement), withholding, certification
                                         and reporting requirements, claims for exemption or refund, additions for late payment
                                         interest, penalties and other expenses (including legal expenses) that may be assessed
                                         against the Company, or the Custodian as custodian of the Securities or Proceeds.



 


		11.2	Foreign
                                         Tax Law. It shall be the responsibility of the Company to notify the Custodian of
                                         the obligations imposed on the Company, or the Custodian as custodian of any Foreign
                                         Securities or related Proceeds, by the tax law of foreign (i.e., non-U.S.) jurisdictions,
                                         including responsibility for withholding and other taxes, assessments or other government
                                         charges, certifications and government reporting. The sole responsibility of the Custodian
                                         with regard to such tax law shall be to use reasonable efforts to cooperate with the
                                         Company with respect to any claims for exemption or refund under the tax law of the jurisdictions
                                         for which the Company has provided such information.



 


		12.	EFFECTIVE
                                         PERIOD, TERMINATION



 


		12.1	Effective
                                         Date. This Agreement shall become effective as of its due execution and delivery
                                         by each of the parties. This Agreement shall continue in full force and effect until
                                         terminated as hereinafter provided. This Agreement may be terminated by the Custodian
                                         or the Company pursuant to Section 12.2.



 


		12.2	Termination.
                                         This Agreement shall terminate upon the earliest of (a) occurrence of the effective date
                                         of termination specified in any written notice of termination given by either party to
                                         the other not later than sixty (60) days prior to the effective date of termination specified
                                         therein, (b) such other date of termination as may be mutually agreed upon by the parties
                                         in writing.



 






    	26



    	 



    

 


		12.3	Resignation.
                                         The Custodian may at any time resign under this Agreement by giving not less than sixty
                                         (60) days advance written notice thereof to the Company. The Company may at any time
                                         remove the Custodian under this Agreement by giving not less than sixty (60) days advance
                                         written notice thereof to the Custodian.



 


		12.4	Successor.
                                         Prior to the effective date of termination of this Agreement, or the effective date of
                                         the resignation or removal of the Custodian, as the case may be, the Company shall give
                                         Proper Instruction to the Custodian designating a successor Custodian, if applicable.



 


		12.5	Payment
                                         of Fees, etc. Upon termination of this Agreement or resignation or removal of the
                                         Custodian, the Company shall pay to the Custodian such compensation, and shall likewise
                                         reimburse the Custodian for its costs, expenses and disbursements, as may be due as of
                                         the date of such termination or resignation (or removal, as the case may be). All indemnifications
                                         in favor of the Custodian under this Agreement shall survive the termination of this
                                         Agreement, or any resignation or removal of the Custodian.



 


		12.6	Final
                                         Report. In the event of any resignation or removal of the Custodian, the Custodian
                                         shall provide to the Company a complete final report or data file transfer of any Confidential
                                         Information as of the date of such resignation or removal.



 


		13.	REPRESENTATIONS
                                         AND WARRANTIES



 


		13.1	Representations
                                         of the Company. The Company 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 it has duly authorized, executed and delivered this Agreement so as to constitute
                                         its valid and binding obligation; and



 


		(b)	in
                                         giving any instructions which purport to be “Proper Instructions” under this
                                         Agreement, the Company will act in accordance with the provisions of its certificate
                                         of incorporation and bylaws and any applicable laws and regulations.



 


		13.2	Representations
                                         of the Custodian. The Custodian hereby represents and warrants to the Company that:



 


		(a)	it
                                         is qualified to act as a custodian pursuant to Sections 17(f) and 26(a)(1) of the 1940
                                         Act;



 


		(b)	it
                                         has the power and authority to enter into and perform its obligations under this Agreement;



 






    	27



    	 



    

 


		(c)	it
                                         has duly authorized, executed and delivered this Agreement so as to constitute its valid
                                         and binding obligations; and



 


		(d)	it
                                         maintains business continuity policies and standards that include data file backup and
                                         recovery procedures that comply with all applicable regulatory requirements.



 


		14.	PARTIES
                                         IN INTEREST; NO THIRD PARTY BENEFIT



 


This Agreement
is not intended for, and shall not be construed to be intended for, the benefit of any third parties and may not be relied upon
or enforced by any third parties (other than successors and permitted assigns pursuant to Section 19).


 


		15.	NOTICES



 


Any Proper
Instructions (to the extent given by hand, mail, courier, electronic mail or telecopier) shall be given to the following address
(or such other address as either party may designate by written notice to the other party), and otherwise any notices, approvals
and other communications hereunder shall be sufficient if made in writing and given to the parties at the following address (or
such other address as either of them may subsequently designate by notice to the other), given by (i) hand, (ii) certified
or registered mail, postage prepaid, (iii) recognized courier or delivery service, or (iv) confirmed telecopier or telex, or by
electronic mail:


 


		(a)	if
                                         to the Company or any Subsidiary, to



 


Princeton
Capital Corporation


One
Riverway, Suite 2020


Houston,
TX 77056


Attention:
Gregory Cannella


Email:
gcannella@cappoint.com


 


Copy
to (which copy shall not constitute notice hereunder):


 


Reed
Smith LLP


811
Main Street, Suite 1700


Houston,
Texas 77002


Attn:
Bryan K. Brown


Facsimile:
(713) 469-3855


E-mail:
bkbrown@reedsmith.com


 


		(b)	if
                                         to the Custodian (other than in its role as Document Custodian), to



 


U.S.
Bank Global Corporate Trust Services


190
S. LaSalle Street, 8th Floor


Chicago,
IL 60603


Ref:
Princeton Capital Corporation


Attention:
Lou Marucheau


	 	Email:	louis.marucheau@usbank.com
    and 

    USBank_Princeton_Cap_Corp@usbank.com




 






    	28



    	 



    

 


		(c)	if
                                         to the Custodian solely in its role as Document Custodian, to



 


U.S.
Bank National Association


1133
Rankin Street, Ste 100


Saint
Paul, MN 55116


Mail
Code:


Ref:
Princeton Capital Corporation


Attention:
Lucy Yang


Phone:
651-695-5951


Email:
lucy.yang@usbank.com


 


		16.	CHOICE
                                         OF LAW AND JURISDICTION



 


This Agreement
shall be construed, and the provisions thereof interpreted under and in accordance with and governed by the laws of the State
of New York for all purposes (without regard to its choice of law provisions); except to the extent such laws are inconsistent
with federal securities laws, including the 1940 Act, in which case such federal securities laws shall govern.


 


		17.	ENTIRE
                                         AGREEMENT; COUNTERPARTS



 


		17.1	Complete
                                         Agreement. This Agreement constitutes the complete and exclusive agreement of the
                                         parties with regard to the matters addressed herein and supersedes and terminates, as
                                         of the date hereof, all prior agreements or understandings, oral or written, between
                                         the parties to this Agreement relating to such matters.



 


		17.2	Counterparts.
                                         This Agreement may be executed in any number of counterparts and all counterparts taken
                                         together shall constitute one and the same instrument.



 


		17.3	Facsimile
                                         Signatures. The exchange of copies of this Agreement and of signature pages by facsimile
                                         transmission or pdf shall constitute effective execution and delivery of this Agreement
                                         as to the parties and may be used in lieu of the original Agreement for all purposes.
                                         Signatures of the parties transmitted by facsimile or pdf shall be deemed to be their
                                         original signatures for all purposes.



 


		18.	AMENDMENT;
                                         WAIVER



 


		18.1	Amendment.
                                         This Agreement may not be amended except by an express written instrument duly executed
                                         by each of the Company and the Custodian.



 






    	29



    	 



    

 


		18.2	Waiver.
                                         In no instance shall any delay or failure to act be deemed to be or effective as a waiver
                                         of any right, power or term hereunder, unless and except to the extent such waiver is
                                         set forth in an express written instrument signed by the party against whom it is to
                                         be charged.



 


		19.	SUCCESSOR
                                         AND ASSIGNS



 


		19.1	Successors
                                         Bound. The covenants and agreements set forth herein shall be binding upon and inure
                                         to the benefit of each of the parties and their respective successors and permitted assigns.
                                         Neither party shall be permitted to assign their rights under this Agreement without
                                         the written consent of the other party; provided, however, that the foregoing shall not
                                         limit the ability of the Custodian to delegate certain duties or services to or perform
                                         them through agents or attorneys appointed with due care as expressly provided in this
                                         Agreement.



 


		19.2	Merger
                                         and Consolidation. Any corporation or association into which the Custodian may be
                                         merged or converted or with which it may be consolidated, or any corporation or association
                                         resulting from any merger, conversion or consolidation to which the Custodian shall be
                                         a party, or any corporation or association to which the Custodian transfers all or substantially
                                         all of its corporate trust business, shall be the successor of the Custodian hereunder,
                                         and shall succeed to all of the rights, powers and duties of the Custodian hereunder,
                                         without the execution or filing of any paper or any further act on the part of any of
                                         the parties hereto.



 


		20.	SEVERABILITY



 


The terms
of this Agreement are hereby declared to be severable, such that if any term hereof is determined to be invalid or unenforceable,
such determination shall not affect the remaining terms.


 


		21.	REQUEST
                                         FOR INSTRUCTIONS



 


If, in performing
its duties under this Agreement, the Custodian is required to decide between alternative courses of action, the Custodian may
(but shall not be obliged to) request written instructions from the Company as to the course of action desired by it. If the Custodian
does not receive such instructions within two (2) Business Days after it has requested them, the Custodian may, but shall be under
no duty to, take or refrain from taking any such courses of action. The Custodian shall act in accordance with instructions received
from the Company in response to such request after such two-Business Day period except to the extent it has already taken, or
committed itself to take, action inconsistent with such instructions.


 


		22.	OTHER
                                         BUSINESS



 


Nothing
herein shall prevent the Custodian or any of its affiliates from engaging in other business, or from entering into any other transaction
or financial or other relationship with, or receiving fees from or from rendering services of any kind to the Company or any other
Person. Nothing contained in this Agreement shall constitute the Company and/or the Custodian (and/or any other Person) as members
of any partnership, joint venture, association, syndicate, unincorporated business or similar assignment as a result of or by
virtue of the engagement or relationship established by this Agreement.


 






    	30



    	 



    

 


		23.	REPRODUCTION
                                         OF DOCUMENTS



 


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


 


		24.	MISCELLANEOUS



 


The Company
acknowledges receipt of the following notice:


 


“
IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.


 


To
help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions
to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as
a business entity, a charity, a trust or other legal entity the Custodian will ask for documentation to verify its formation and
existence as a legal entity. The Custodian may also ask to see financial statements, licenses, identification and authorization
documents from individuals claiming authority to represent the entity or other relevant documentation.”


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




    	31



    	 



    

 


IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and delivered by a duly authorized officer, intending
the same to take effect as of the date first written above.


 


	Witness:	 	PRINCETON
    CAPITAL CORPORATION
	 	 	 
	/s/
    Keith W. Smith	 	By:	/s/
    Gregory J. Cannella
	Name:
    Keith W. Smith	 	 	Name:
    Gregory J. Cannella
	Title:  Managing
    Director	 	 	Title:
    Chief Financial Officer
	 	 	 	 
	Witness:	 	U.S.
    BANK NATIONAL ASSOCIATION
	 	 	 	 
	/s/
    Jared Hansen	 	By:	/s/
    Louis Marucheau
	Name:
    Jared Hansen	 	 	Name:
    Louis Marucheau
	Title:
    Officer	 	 	Title:
    Vice President


 


[Signature
Page to Custody Agreement]