Exhibit 10.6


 


 



 


CUSTODY AGREEMENT


 


 



 


dated as of [________], 2016


by and between


 


GSV
GROWTH CREDIT FUND INC.


 


(“Company”)


 


and


 


U.S. BANK NATIONAL ASSOCIATION


(“Custodian”)


 




    	 		 



     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	1.	DEFINITIONS	2
	 	 	 
	2.	APPOINTMENT OF CUSTODIAN	8
	 	 	 
	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	21
	 	 	 
	8.	COMPENSATION OF CUSTODIAN	23
	 	 	 
	9.	RESPONSIBILITY OF CUSTODIAN	23
	 	 	 
	10.	SECURITY CODES	27
	 	 	 
	11.	TAX LAW	27
	 	 	 
	12.	EFFECTIVE PERIOD, TERMINATION	27
	 	 	 
	13.	REPRESENTATIONS AND WARRANTIES	28
	 	 	 
	14.	PARTIES IN INTEREST; NO THIRD PARTY BENEFIT	29
	 	 	 
	15.	NOTICES	29
	 	 	 
	16.	CHOICE OF LAW AND JURISDICTION	30
	 	 	 
	17.	ENTIRE AGREEMENT; COUNTERPARTS	30
	 	 	 
	18.	AMENDMENT; WAIVER	31
	 	 	 
	19.	SUCCESSOR AND ASSIGNS	31
	 	 	 
	20.	SEVERABILITY	31
	 	 	 
	21.	REQUEST FOR INSTRUCTIONS	31
	 	 	 
	22.	OTHER BUSINESS	32
	 	 	 
	23.	REPRODUCTION OF DOCUMENTS	32
	 	 	 
	24.	MISCELLANEOUS	32


 


SCHEDULES


 


SCHEDULE A – Trade Confirmation


 


SCHEDULE B – Initial Authorized Persons


 


SCHEDULE C – Persons Authorized to
Confirm Instructions by call-back


 




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This CUSTODY AGREEMENT (this “Agreement”)
is dated as of [____________], 2016, and is by and between GSV Growth Credit Fund Inc. (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 [__________________________________], 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
One Federal Street, 3rd Floor, Boston, MA 02110.


 


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
in compliance with Section 17(f) of the 1940 Act; 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” 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”.


 




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


 


“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.


 




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“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.


 


“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 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:


 




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(a)          in
writing signed by two (2) Authorized Persons (and delivered by hand, by mail, by overnight courier, or by PDF);


 


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


 


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


 


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


 


provided that, for any transaction
involving cash (e.g., withdrawals, transfers and disbursements) or assets, the Custodian shall confirm that the instruction is
authorized by an Authorized Person by telephone call-back at the telephone number designated in Schedule C. The Authorized Person
confirming the instruction shall be a person other than the Authorized Person from whom the Instruction was received; and


 


(ii) Trade Confirmations.


 


“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.


 




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“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 “[______________________]
Securities Custody Account”.


 


“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.


 




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“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.


 


“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.



 




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



 


		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.



 




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		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.



 


The Custodian shall have no power or authority to
assign, hypothecate, pledge or otherwise dispose of any such Securities and investments except pursuant to the direction of the
Company under terms of the Agreement.


 


		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.



 




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(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.


 


(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.


 




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(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.


 


		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;


 




    	 	11	 



     


    

 


(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;


 


(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 (if the Custodian determines it cannot hold such security in
the name of the Company), 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.
To the extent the Securities are held in a Securities System, 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.



 




    	 	12	 



     


    

 


		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).



 


		(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, unless such losses are a result of any act
or omission on the part of the Custodian, agent or sub-custodian due to its gross negligence, bad faith, misfeasance, misconduct
or material breach of this Agreement.



 


		(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 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.



 




    	 	13	 



     


    

  


		(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.



 


		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;



 




    	 	14	 



     


    

 


(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
(i) the Custodian shall have first invoiced or billed the Company for such amounts and the Company shall have failed to pay such
amounts within thirty (30) days after the date of such invoice or bill, and (ii) all such payments shall be regularly accounted
for to the Company.



 


		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,
except to the extent otherwise expressly provided herein, 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,


 




    	 	15	 



     


    

  


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 32a-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.



 


		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”).



 




    	 	16	 



     


    

 


		(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).



 


		4.	REPORTING



 


		(a)	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.



 




    	 	17	 



     


    

  


		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)	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



 


		(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) provided however that to the extent it places
and maintains financial assets, corresponding to the Company’s security entitlements, with a Securities Depository, nothing
in this paragraph (d) shall relieve the Custodian from its obligation to exercise due care in accordance with reasonable commercial
standards in discharging its duty as a securities intermediary to obtain and thereafter maintain such financial assets.



 


		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.



 




    	 	18	 



     


    

 


		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.



 


		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.



 




    	 	19	 



     


    

 


		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.



 


		(b)	At the end of each calendar quarter or at such other times as the Company’s board of directors deems reasonable and appropriate
based on the circumstances of the Company’s foreign custody arrangements, 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.
To the extent the Custodian holds Foreign Securities and related Proceeds with one or more Eligible Securities Depositories, the
Custodian shall provide the Company with an analysis of the custody risks associated with maintaining assets with such Eligible
Securities Depository and shall monitor such custody risks on a continuing basis and promptly notify the Company of any material
change in these risks. The Custodian agrees to exercise reasonable care, prudence and diligence in performing its obligations under
this clause (c). If the Custodian determines that a custody arrangement with an Eligible
Securities Depository no longer meets the requirements of this Section, the Company's Foreign Securities must be withdrawn from
such depository as soon as reasonably practicable.



 




    	 	20	 



     


    

 


		(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.



 


		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 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



 




    	 	21	 



     


    

 


		(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 that (i) the Custodian
shall have first invoiced or billed the Company for such amounts and the Company shall have failed to pay such amounts within thirty
(30) days after the date of such invoice or bill, and (ii) all such payments shall be regularly 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



 


		(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:



 




    	 	22	 



     


    

 


		(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 [_________________].



 


		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).



 


		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.



 




    	 	23	 



     


    

 


		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.



 


		(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.



 




    	 	24	 



     


    

 


		(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)	Upon written notice to the Company, 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.



 


		(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 (i) appointed
with the Company’s prior written consent specifically acknowledging such limitation of liability and (ii) maintained
with reasonable due care.



 




    	 	25	 



     


    

 


		(i)	All indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of this Agreement
or earlier resignation or removal 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)	If the Company requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose
(including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the
Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection
with the performance of this Agreement, except such as may arise from its or its nominee’s own gross negligent action, grossly
negligent failure to act or willful misconduct, or if the Company fails to compensate or pay the Custodian pursuant to Section
8.1 or Section 9.4 hereof, any cash at any time held for the account of the Company shall be security therefor and should the Company
fail to repay the Custodian promptly (or, if specified, within the time frame provided herein), the Custodian shall be entitled
to utilize available cash to the extent necessary to obtain reimbursement



 


		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.



 




    	 	26	 



     


    

 


		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 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.



 


		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.



 




    	 	27	 



     


    

 


		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. The Custodian shall, upon receipt of Proper Instruction from the Company (i) deliver directly to the
successor Custodian all Securities (other than Securities held in a Book-Entry System or Securities Depository) and cash then owned
by the Company and held by the Custodian as custodian, and (ii) transfer any Securities held in a Book-Entry System or Securities
Depository to an account of or for the benefit of the Company at the successor Custodian, provided that the Company shall have
paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled.
In addition, the Custodian shall, at the expense of the Company, transfer to such successor all relevant books, records, correspondence,
and other data established or maintained by the Custodian under this Agreement (if such form differs from the form in which the
Custodian has maintained the same, the Company shall pay any expenses associated with transferring the data to such form), and
will cooperate in the transfer of such duties and responsibilities. Upon such delivery and transfer, the Custodian shall be relieved
of all obligations under this Agreement.



 


		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



 




    	 	28	 



     


    

 


		(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;



 


		(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



 


[_________________________]


[_________________________]


[_________________________]


Attention:
[________________]


Tel: [_______________]


Fax:
 [_______________]


Email:
[___________________]


 




    	 	29	 



     


    

 


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



 


U.S. Bank Global Corporate Trust Services


One Federal Street, 3rd Floor


Boston, MA 02110


Ref: [______________________]


Attention: [_________________]


Email: [________] @usbank.com


 


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



 


U.S. Bank National Association


1719 Otis Way


Florence, South Carolina 29501


Mail Code:


Ref: [_________________________]


Attention: [____________________]


Fax No.: [____________________]


Email: [____________]@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.



 




    	 	30	 



     


    

  


		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.



 


		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.


 




    	 	31	 



     


    

  


		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.


 


		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]


 




    	 	32	 



     


    

 


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:	 	GSV GROWTH CREDIT FUND INC.
	 	 	 	 
	 	 	By:	 
	Name:	 	 	Name:
	Title:  	 	 	Title:
	 	 	 	 
	Witness:	 	U.S. BANK NATIONAL
	 	 	ASSOCIATION
	 	 	 	 
	 	 	By:	 
	Name:	 	 	Name:
	Title:	 	 	Title:


 


[Signature Page to Custody Agreement]


 




    	 		 



     


    

 


SCHEDULE
A


 


(Trade Confirmation)


 


[See Attached.]


 




    	 		 



     


    

 


SCHEDULE B


 


CERTIFICATE OF AUTHORIZED
PERSONS


 


Each of the undersigned hereby certifies
that he/she is the duly elected and acting ________________________ and ________________, respectively, of [__________________]
(the “Client”), and further certifies that the following officers or employees of the Client have been duly authorized
to deliver Proper Instructions to the Custodian pursuant to the Agreement between the Client and Custodian dated [_______________],
2016, and that the signatures appearing opposite their names are true and correct:


 


	 	 	 	 	 
	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Title	 	Signature


 


This certificate supersedes any certificate
of Authorized Persons you may currently have on file.


 


	 	By:	 
	 	Title:	 
	 	 	 
	 	Date:	 
	 	 	 
	 	By:	 
	 	Title:	 
	 	 	 
	 	Date:	 


 




    	 		 



     


    

 


SCHEDULE C


 


Persons Authorized
to Confirm Instructions by call-back


 


The following persons are authorized by
the Company to confirm instructions to the Custodian:


 


	Name	 	Telephone Number	 	Email