Unassociated Document


     

    FORM
OF

    CUSTODY
AGREEMENT

     

    AGREEMENT,
dated as of March __, 2009 between each entity listed on Exhibit A hereto, each
such entity having its principal office and place of business at 111 West
57th
Street, Suite 1100, New York, NY 10019 (the “Fund”) and THE BANK OF NEW YORK
MELLON, a New York corporation authorized to do a banking business having its
principal office and place of business at One Wall Street, New York, New York
10286 (“Custodian”).

     

    W
I T N E S S E T H:

     

    That for
and in consideration of the mutual promises hereinafter set forth the Fund and
Custodian agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    Whenever
used in this Agreement, the following words shall have the meanings set forth
below:

     

    1.      “Authorized Person” shall be
any person, whether or not an officer or employee of the Fund, duly authorized
by the Fund’s board to execute any Certificate or to give any Oral Instruction
with respect to one or more Accounts, such persons to be designated in a
Certificate annexed hereto as Schedule I hereto or such other Certificate as may
be received by Custodian from time to time.

     

    2.      “BNY Affiliate” shall mean any
office, branch or subsidiary of The Bank of New York Mellon
Corporation.

     

    3.      “Book-Entry System” shall mean
the Federal Reserve/Treasury book-entry system for receiving and delivering
securities, its successors and nominees.

     

    4.      “Business Day” shall mean any
day on which Custodian and relevant Depositories are open for
business.

     

    5.      “Certificate” shall mean any
notice, instruction, or other instrument in writing, authorized or required by
this Agreement to be given to Custodian, which is actually received by Custodian
by letter or facsimile transmission and signed on behalf of the Fund by an
Authorized Person or a person reasonably believed by Custodian to be an
Authorized Person.

     

    6.      “Certificated Security” shall
mean a promissory note or other debt obligation or a warrant or similar right to
purchase shares, each in physical form and from time to time contained in a Loan
Document File (as hereinafter defined) or otherwise delivered to Custodian
pursuant to this Agreement or held at a Subcustodian.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    7.      “Composite Currency Unit”
shall mean the Euro or any other composite currency unit consisting of the
aggregate of specified amounts of specified currencies, as such unit may be
constituted from time to time.

     

    8.      “Depository” shall include (a)
the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing
agency or securities depository registered with the Securities and Exchange
Commission identified to the Fund from time to time, and (d) the respective
successors and nominees of the foregoing.

     

    9.      “Foreign Depository” shall
mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible
Securities Depository as defined in Rule 17f-7 under the Investment Company Act
of 1940, as amended, identified to the Fund from time to time, and (d) the respective
successors and nominees of the foregoing.

     

    10.    “Instructions” shall mean
communications actually received by Custodian by S.W.I.F.T., tested telex,
letter, facsimile transmission, or other method or system specified by Custodian
as available for use in connection with the services hereunder.

     

    11.    “Loan Document File” shall
mean a hard copy file, which the Fund represents contains Loan Documents (as
hereinafter defined), delivered to and received by Custodian
hereunder.

     

    12.    “Loan Documents” shall mean
all documents and instruments relating to any Loans (as hereinafter defined),
including, without limitation, loan or credit agreements, assignment and
acceptance agreements, promissory notes, deeds, mortgages and security
agreements contained in a Loan Document File.

     

    13.    “Loans” shall mean loans or
loan commitments by the Fund to its customers.

     

    14.    “Oral Instructions” shall mean
verbal instructions received by Custodian from an Authorized Person or from a
person reasonably believed by Custodian to be an Authorized Person.

     

    15.    “Series” shall mean the
various portfolios, if any, of the Fund listed on Schedule II hereto, and if
none are listed references to Series shall be references to the
Fund.

     

    16.    “Securities” shall mean any
common stock and other equity securities, bonds, debentures, promissory notes
and other debt securities and warrants or any instruments representing rights to
receive, purchase, or subscribe for the same, or representing any other rights
or interests therein whether constituting a Certificated Security or held in
book-entry form in a Depository or a Foreign Depository.

     

    17.    “Subcustodian” shall mean a
bank (including any branch thereof) or other financial institution (other than a
Foreign Depository) located outside the U.S. which is utilized by Custodian in
connection with the purchase, sale or custody of Securities hereunder and
identified to the Fund from time to time, and their respective successors and
nominees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    18.    “Uncertificated Securities”
shall mean any Securities which are not Certificated
Securities.

     

    ARTICLE
II

    APPOINTMENT
OF CUSTODIAN; ACCOUNTS;

    REPRESENTATIONS,
WARRANTIES, AND COVENANTS

     

    1.      (a)           The
Fund hereby appoints Custodian as custodian of all Securities, cash and Loan
Documents at any time delivered to Custodian during the term of this
Agreement.  Except as otherwise agreed, Certificated Securities shall
be held in registered form in the Fund’s name.  Custodian hereby
accepts such appointment and agrees to establish and maintain one or more
securities accounts and cash accounts for each Series in which Custodian will
hold Securities and cash and Loan Document Files as provided
herein.  Custodian shall maintain books and records segregating the
assets of each Series from the assets of any other Series.  Such
accounts (each, an “Account”; collectively, the “Accounts”) shall be in the name
of the Fund.  All Loan Document Files (and any Certificated Securities
that may be contained therein) shall be maintained and held by Custodian in its
vaults or the vaults of a Subcustodian.

     

    (b)           Custodian
may from time to time establish on its books and records such sub-accounts
within each Account as the Fund and Custodian may agree upon (each a “Special
Account”), and Custodian shall reflect therein such assets as the Fund may
specify in a Certificate or Instructions.

    
       

      
        (c)           Custodian
may from time to time establish pursuant to a written agreement with and for the
benefit of a broker, dealer, future commission merchant or other third party
identified in a Certificate or Instructions such accounts on such terms and
conditions as the Fund and Custodian shall agree, and Custodian shall transfer
to such account such Securities and money as the Fund may specify in a
Certificate or Instructions.

         

        2.      The
Fund hereby represents and warrants, which representations and warranties shall
be continuing and shall be deemed to be reaffirmed upon each delivery of a
Certificate or each giving of Oral Instructions or Instructions by the Fund,
that:

         

        (a)           It
is duly organized and existing under the laws of the jurisdiction of its
organization, with full power to carry on its business as now conducted, to
enter into this Agreement, and to perform its obligations
hereunder;

         

        (b)           This
Agreement has been duly authorized, executed and delivered by the Fund, approved
by a resolution of its board, constitutes a valid and legally binding obligation
of the Fund, enforceable in accordance with its terms, and there is no statute,
regulation, rule, order or judgment binding on it, and no provision of its
charter or by-laws, nor of any mortgage, indenture, credit agreement or other
contract binding on it or affecting its property, which would prohibit its
execution or performance of this Agreement;

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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    (c)           It
is conducting its business in substantial compliance with all applicable laws
and requirements, both state and federal, and has obtained all regulatory
licenses, approvals and consents necessary to carry on its business as now
conducted;

     

    (d)           It
will not use the services provided by Custodian hereunder in any manner that is,
or will result in, a violation of any law, rule or regulation applicable to the
Fund;

     

    (e)           To
the extent applicable, its board or its foreign custody manager, as defined in
Rule 17f-5 under the Investment Company Act of 1940, as amended (the “40 Act”),
has determined that use of each Subcustodian (including any Replacement
Custodian) which Custodian is authorized to utilize in accordance with Section
1(a) of Article III hereof satisfies the applicable requirements of the 40 Act
and Rule 17f-5 thereunder;

     

    (f)           To
the extent applicable, the Fund or its investment adviser has determined that
the custody arrangements of each Foreign Depository provide reasonable
safeguards against the custody risks associated with maintaining assets with
such Foreign Depository within the meaning of Rule 17f-7 under the 40
Act;

     

    (g)           It
is fully informed of the protections and risks associated with various methods
of transmitting Instructions and Oral Instructions and delivering Certificates
to Custodian, shall, and shall cause each Authorized Person, to safeguard and
treat with extreme care any user and authorization codes, passwords and/or
authentication keys, understands that there may be more secure methods of
transmitting or delivering the same than the methods selected by it, agrees that
the security procedures (if any) to be followed in connection therewith provide
a commercially reasonable degree of protection in light of its particular needs
and circumstances, and acknowledges and agrees that Instructions need not be
reviewed by Custodian, may conclusively be presumed by Custodian to have been
given by person(s) duly authorized,  and may be acted upon as
given;

     

    (h)           It
shall manage its borrowings, including, without limitation, any advance or
overdraft (including any day-light overdraft) in the Accounts, so that the
aggregate of its total borrowings does not exceed the amount permitted to be
borrowed under the 40 Act;

     

    (i)           Its
transmission or giving of, and Custodian acting upon and in reliance on,
Certificates, Instructions, or Oral Instructions pursuant to this Agreement
shall at all times comply with the 40 Act;

     

    (j)           It
shall impose and maintain restrictions on the destinations to which cash may be
disbursed by Instructions to ensure that each disbursement is for a proper
purpose;

     

    (k)           It
has the right to make the pledge and grant the security interest and security
entitlement to Custodian contained in Section 1 of Article V hereof, free of any
right of redemption or prior claim of any other person or entity, such pledge
and such grants shall have a first priority subject to no setoffs,
counterclaims, or other liens or grants prior to or on a parity therewith, and
it shall take such additional steps as Custodian may require to assure such
priority; and

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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    (l)           Each
Loan Document File delivered to Custodian hereunder shall contain all relevant
Loan Documents pertaining to the Loan to which it relates.

     

    3.      The
Fund hereby covenants that it shall from time to time complete and execute and
deliver to Custodian upon Custodian’s request a Form FR U-1 (or successor form)
whenever the Fund borrows from Custodian any money to be used for the purchase
or carrying of margin stock as defined in Federal Reserve Regulation
U.

     

    ARTICLE
III

    CUSTODY
OF SECURITIES AND RELATED SERVICES

     

    1.      (a)           Subject
to the terms hereof, the Fund hereby authorizes Custodian to hold any Securities
received by it from time to time for the Fund’s account.  Custodian
shall be entitled to utilize, subject to subsection (c) of this Section 1,
Depositories, Subcustodians, and, subject to subsection (d) of this Section 1,
Foreign Depositories, to the extent possible in connection with its performance
hereunder.  Uncertificated Securities and cash held in a Depository or
Foreign Depository will be held subject to the rules, terms and conditions of
such entity.  Securities and cash held through Subcustodians shall be
held subject to the terms and conditions of Custodian’s agreements with such
Subcustodians.  Subcustodians may be authorized to hold Uncertificated
Securities in Foreign Depositories in which such Subcustodians
participate.  Unless otherwise required by local law or practice or a
particular subcustodian agreement, Uncertificated Securities deposited with a
Subcustodian, a Depositary or a Foreign Depository will be held in a commingled
account, in the name of Custodian, holding only Securities held by Custodian as
custodian for its customers.  Custodian shall identify on its books
and records the Securities and cash belonging to the Fund, whether held directly
or indirectly through Depositories, Foreign Depositories, or
Subcustodians.  Custodian shall, directly or indirectly through
Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent
feasible, to hold Securities in the country or other jurisdiction in which the
principal trading market for such Securities is located, where such Securities
are to be presented for cancellation and/or payment and/or registration, or
where such Securities are acquired.  Custodian at any time may cease
utilizing any Subcustodian and/or may replace a Subcustodian with a different
Subcustodian (the “Replacement Subcustodian”).  In the event Custodian
selects a Replacement Subcustodian, Custodian shall not utilize such Replacement
Subcustodian until after the Fund’s board or foreign custody manager has
determined that utilization of such Replacement Subcustodian satisfies the
requirements of the 40 Act and Rule 17f-5 thereunder.

     

    (b)           Unless
Custodian has received a Certificate or Instructions to the contrary, Custodian
shall hold Securities indirectly through a Subcustodian only if (i) the
Securities are not subject to any right, charge, security interest, lien or
claim of any kind in favor of such Subcustodian or its creditors or operators,
including a receiver or trustee in bankruptcy or similar authority, except for a
claim of payment for the safe custody or administration of Securities on behalf
of the Fund by such Subcustodian, and (ii) beneficial ownership of the
Securities is freely transferable without the payment of money or value other
than for safe custody or administration.

     

    (c)           With
respect to each Depository, Custodian (i) shall exercise due care in accordance
with reasonable commercial standards in discharging its duties as a securities
intermediary to obtain and thereafter maintain Uncertificated Securities or
financial assets deposited or held in such Depository, and (ii) will provide,
promptly upon request by the Fund, such reports as are available concerning the
internal accounting controls and financial strength of Custodian.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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    (d)           With
respect to each Foreign Depository, Custodian shall exercise reasonable care,
prudence, and diligence (i) to provide the Fund with an analysis of the custody
risks associated with maintaining assets with the Foreign Depository, and (ii)
to monitor such custody risks on a continuing basis and promptly notify the Fund
of any material change in such risks.  The Fund acknowledges and
agrees that such analysis and monitoring shall be made on the basis of, and
limited by, information gathered from Subcustodians or through publicly
available information otherwise obtained by Custodian, and shall not include any
evaluation of Country Risks.  As used herein the term “Country Risks”
shall mean with respect to any Foreign Depository:  (a) the financial
infrastructure of the country in which it is organized, (b) such country’s
prevailing custody and settlement practices, (c) nationalization, expropriation
or other governmental actions, (d) such country’s regulation of the banking or
securities industry, (e) currency controls, restrictions, devaluations or
fluctuations, and (f) market conditions which affect the order execution of
securities transactions or affect the value of securities.

     

    2.      Custodian
shall furnish the Fund with an advice of daily transactions (including a
confirmation of each transfer of Securities) and a monthly summary of all
transfers to or from the Accounts.

     

    3.      With
respect to all Uncertificated Securities held hereunder, Custodian shall, unless
otherwise instructed to the contrary:

     

    (a)           Receive
all income and other payments and advise the Fund as promptly as practicable of
any such amounts due but not paid;

     

    (b)           Present
for payment and receive the amount paid upon all Uncertificated Securities which
may mature and advise the Fund as promptly as practicable of any such amounts
due but not paid;

     

    (c)           Forward
to the Fund copies of all information or documents that it may actually receive
from an issuer of Uncertificated Securities which, in the reasonable opinion of
Custodian, are intended for the beneficial owner of Uncertificated
Securities;

     

    (d)           Execute,
as custodian, any certificates of ownership, affidavits, declarations or other
certificates under any tax laws now or hereafter in effect in connection with
the collection of bond and note coupons;

     

    (e)           Hold
directly or through a Depository, a Foreign Depository, or a Subcustodian all
rights and similar Securities issued with respect to any Securities credited to
an Account hereunder; and

     

    (f)           Endorse
for collection checks, drafts or other negotiable instruments.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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    (g)           (i)           Custodian
shall notify the Fund of rights or discretionary actions with respect to
Uncertificated Securities held hereunder, and of the date or dates by when such
rights must be exercised or such action must be taken, provided that Custodian
has actually received, from the issuer or the relevant Depository (with respect
to Uncertificated Securities issued in the United States) or from the relevant
Subcustodian, Foreign Depository, or a nationally or internationally recognized
bond or corporate action service to which Custodian subscribes, timely notice of
such rights or discretionary corporate action or of the date or dates such
rights must be exercised or such action must be taken.  Absent actual
receipt of such notice, Custodian shall have no liability for failing to so
notify the Fund.

     

    (ii)          Whenever
Uncertificated Securities (including, but not limited to, warrants, options,
tenders, options to tender or non-mandatory puts or calls) confer discretionary
rights on the Fund or provide for discretionary action or alternative courses of
action by the Fund, the Fund shall be responsible for making any decisions
relating thereto and for directing Custodian to act.  In order for
Custodian to act, it must receive the Fund’s Certificate or Instructions at
Custodian’s offices, addressed as Custodian may from time to time request, not
later than noon (New York time) at least two (2) Business Days prior to the last
scheduled date to act with respect to such Uncertificated Securities (or such
earlier date or time as Custodian may specify to the Fund).  Absent
Custodian’s timely receipt of such Certificate or Instructions, Custodian shall
not be liable for failure to take any action relating to or to exercise any
rights conferred by such Uncertificated Securities.

     

    (h)           All
voting rights with respect to Uncertificated Securities, however registered,
shall be exercised by the Fund or its designee.  Custodian will make
available to the Fund proxy voting services upon the request of, and for the
jurisdictions selected by, the Fund in accordance with terms and conditions to
be mutually agreed upon by Custodian and the Fund.

     

    (i)           Custodian
shall promptly advise the Fund upon Custodian’s actual receipt of notification
of the partial redemption, partial payment or other action affecting less than
all Uncertificated Securities of the relevant class.  If Custodian,
any Subcustodian, any Depository, or any Foreign Depository holds any
Uncertificated Securities in which the Fund has an interest as part of a
fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository
may select the Uncertificated Securities to participate in such partial
redemption, partial payment or other action in any non-discriminatory manner
that it customarily uses to make such selection.

     

    4.      With
respect to all Certificated Securities held hereunder, the Fund shall, unless
otherwise agreed in writing to the contrary:

     

    (a)           Cause
the issuer of any Certificated Security to deposit with Custodian (by means of a
check or draft payable to Custodian or its nominee or by wire transfer) all
income and other payments or distributions on or with respect to such
Certificated Security and advise Custodian in a Certificate of the amount to be
received and if such amount relates to a particular Loan Document File, the
identity of such Loan Document File;

     

    (b)           Direct
Custodian in a detailed Certificate to present for payment on the date and at
the address specified therein the Certificated Securities specified therein
whether at maturity or for redemption, and to hold hereunder such amounts paid
on or with respect to such particular Certificated Securities as Custodian may
receive;

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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    (c)           Obtain
and execute any certificates of ownership, affidavits, declarations or other
certificates under any tax laws now or hereafter in effect in connection with
the collection of bond and note coupons;

     

    (d)           Cause
the issuer to deposit with Custodian to be held hereunder such additional
Certificated Securities or rights as may be issued with respect to any
Certificated Securities credited to an Account hereunder and advise Custodian in
a detailed Certificate, if the Certificated Securities are to be held in a
particular Loan Document File;

     

    (e)           Be
solely responsible for the exercise of rights or discretionary actions with
respect to Certificated Securities held hereunder; and

     

    (f)           Exercise
all voting rights with respect to Certificated Securities.

     

    5.      Custodian
shall have no duty or obligation to notify the Fund of any rights or
discretionary corporate action relating to a Certificated Security nor shall
Custodian have any responsibility or liability in connection with the exercise
of such rights or discretionary actions. Custodian shall have no duty or
obligation to notify the Fund of any proxy solicitation with respect to a
Certificated Security nor shall Custodian have any responsibility or liability
relating to such proxy voting.

     

    6.      Custodian
shall not under any circumstances accept bearer interest coupons which have been
stripped from United States federal, state or local government or agency
securities unless explicitly agreed to by Custodian in writing.

     

    7.      The
Fund shall be liable for all taxes, assessments, duties and other governmental
charges, including any interest or penalty with respect thereto (“Taxes”), with
respect to any cash, Securities or Loan Document Files held on behalf of the
Fund or any transaction related thereto.  The Fund shall indemnify
Custodian and each Subcustodian for the amount of any Tax that Custodian, any
such Subcustodian or any other withholding agent is required under applicable
laws (whether by assessment or otherwise) to pay on behalf of, or in respect of
income earned by or payments or distributions made to or for the account of the
Fund (including any payment of Tax required by reason of an earlier failure to
withhold).  Custodian shall, or shall instruct the applicable
Subcustodian or other withholding agent to, withhold the amount of any Tax which
is required to be withheld under applicable law upon collection of any dividend,
interest or other distribution made with respect to any Uncertificated Security
and any proceeds or income from the sale, loan or other transfer of any
Uncertificated Security.  In the event that Custodian or any
Subcustodian is required under applicable law to pay any Tax on behalf of the
Fund, Custodian is hereby authorized to withdraw cash from any cash account in
the amount required to pay such Tax and to use such cash, or to remit such cash
to the appropriate Subcustodian or other withholding agent, for the timely
payment of such Tax in the manner required by applicable law.  If the
aggregate amount of cash in all cash accounts is not sufficient to pay such Tax,
Custodian shall promptly notify the Fund of the additional amount of cash (in
the appropriate currency) required, and the Fund shall directly deposit such
additional amount in the appropriate cash account promptly after receipt of such
notice, for use by Custodian as specified herein.  In the event that
Custodian reasonably believes that Fund is eligible, pursuant to applicable law
or to the provisions of any tax treaty, for a reduced rate of, or exemption
from, any Tax which is otherwise required to be withheld or paid on behalf of
the Fund under any applicable law, Custodian shall, or shall instruct the
applicable Subcustodian or withholding agent to, either withhold or pay such Tax
at such reduced rate or refrain from withholding or paying such Tax, as
appropriate; provided that
Custodian shall have received from the Fund all documentary evidence of
residence or other qualification for such reduced rate or exemption required to
be received under such applicable law or treaty.  In the event that
Custodian reasonably believes that a reduced rate of, or exemption from, any Tax
is obtainable only by means of an application for refund, Custodian and the
applicable Subcustodian shall have no responsibility for the accuracy or
validity of any forms or documentation provided by the Fund to Custodian
hereunder.  The Fund hereby agrees to indemnify and hold harmless
Custodian and each Subcustodian in respect of any liability arising from any
underwithholding or underpayment of any Tax which results from the inaccuracy or
invalidity of any such forms or other documentation, and such obligation to
indemnify shall be a continuing obligation of the Fund, its successors and
assigns notwithstanding the termination of this Agreement.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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    8.      (a)           For
the purpose of settling Securities transactions, transactions relating to Loan
Document Files and foreign exchange transactions, the Fund shall provide
Custodian with sufficient immediately available funds for all transactions by
such time and date as conditions in the relevant market dictate. As used herein,
“sufficient immediately available funds” shall mean either (i) sufficient cash
denominated in U.S. dollars to purchase the necessary foreign currency, or (ii)
sufficient applicable foreign currency, to settle the
transaction.  Custodian shall provide the Fund with immediately
available funds each day which result from the actual settlement of all sale
transactions, based upon advices received by Custodian from Subcustodians,
Depositories, and Foreign Depositories.  Such funds shall be in U.S.
dollars or such other currency as the Fund may specify to
Custodian.

     

    (b)           Any
foreign exchange transaction effected by Custodian in connection with this
Agreement may be entered with Custodian or a BNY Affiliate acting as principal
or otherwise through customary banking channels.  The Fund may issue a
standing Certificate or Instructions with respect to foreign exchange
transactions, but Custodian may establish rules or limitations concerning any
foreign exchange facility made available to the Fund, provided that the
Custodian provides notice of the same.  The Fund shall bear all risks
of investing in Securities or holding cash denominated in a foreign
currency.

     

    (c)           To
the extent that Custodian has agreed to provide pricing or other information
services for Securities hereunder (other than Certificated Securities contained
in a Loan Document File), Custodian is authorized to utilize any vendor
(including brokers and dealers of Securities) reasonably believed by Custodian
to be reliable to provide such information. The Fund understands that certain
pricing information with respect to complex financial instruments (e.g.,
derivatives) may be based on calculated amounts rather than actual market
transactions and may not reflect actual market values, and that the variance
between such calculated amounts and actual market values may or may not be
material. Where vendors do not provide information for particular Securities or
other property, an Authorized Person may advise Custodian in a Certificate
regarding the fair market value of, or provide other information with respect
to, such Securities or property as determined by it in good faith. Custodian
shall not be liable for any loss, damage or expense incurred as a result of
errors or omissions with respect to any pricing or other information utilized by
Custodian hereunder.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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    9.           Except
as otherwise provided by law, no person (other than an officer or employee of
Custodian or a Subcustodian) shall be authorized or permitted to have access to
the Securities, Loan Document Files and Loan Documents held in custody
hereunder, except pursuant to a resolution of the Fund’s board of
directors.  Each such resolution shall designate not more than five
persons who shall be either officers or employees of the Fund and shall provide
that access to such Securities, Loan Document Files and Loan Documents shall be
limited to two or more such persons jointly, at least one of whom shall be an
officer of the Fund; except that access to such Securities, Loan Document Files
and Loan Documents shall be permitted to the Fund’s independent public
accountants jointly with any two persons so designated or with an officer or
employee of Custodian.  Loan Documents, Loan Document Files and
Certificated Securities may be withdrawn from custody hereunder only pursuant to
a resolution of the Fund’s board of directors in connection with the sale,
exchange, redemption, maturity or conversion, the exercise of warrants or
rights, assents to changes in terms of a Loan or a Certificated Security or
other transaction necessary or appropriate in the ordinary course of business
relating to the management of Loans and Certificated Securities.

     

    10.           Until
such time as Custodian receives a Certificate to the contrary with respect to a
particular Uncertificated Security, Custodian may release the identity of the
Fund to an issuer which requests such information pursuant to the Shareholder
Communications Act of 1985 for the specific purpose of direct communications
between such issuer and shareholder.

     

    ARTICLE
IV

    PURCHASE
AND SALE OF SECURITIES;

    CREDITS
TO ACCOUNT

     

    1.      Promptly
after each purchase or sale of Securities by the Fund, the Fund shall deliver to
Custodian a Certificate or Instructions, or with respect to a purchase or sale
of a Security generally required to be settled on the same day the purchase or
sale is made, Oral Instructions specifying all information Custodian may
reasonably request to settle such purchase or sale.  Custodian shall
account for all purchases and sales of Securities on the actual settlement date
unless otherwise agreed by Custodian.

     

    2.      The
Fund understands that when Custodian is instructed to deliver Securities against
payment, delivery of such Securities and receipt of payment therefor may not be
completed simultaneously.  Notwithstanding any provision in this
Agreement to the contrary, settlements, payments and deliveries of Securities
may be effected by Custodian or any Subcustodian in accordance with the
customary or established securities trading or securities processing practices
and procedures in the jurisdiction in which the transaction occurs, including,
without limitation, delivery to a purchaser or dealer therefor (or agent)
against receipt with the expectation of receiving later payment for such
Securities.  The Fund assumes full responsibility for all risks,
including, without limitation, credit risks, involved in connection with such
deliveries of Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -11-

     

    3.      Custodian
may, as a matter of bookkeeping convenience or by separate agreement with the
Fund, credit the Account with the proceeds from the sale, redemption or other
disposition of Securities or interest, dividends or other distributions payable
on Securities prior to its actual receipt of final payment
therefor.  All such credits shall be conditional until Custodian’s
actual receipt of final payment and may be reversed by Custodian to the extent
that final payment is not received.  Payment with respect to a
transaction will not be “final” until Custodian shall have received immediately
available funds which under applicable local law, rule and/or practice are
irreversible and not subject to any security interest, levy or other
encumbrance, and which are specifically applicable to such
transaction.

     

    ARTICLE
V

    CUSTODY
OF LOAN DOCUMENT FILES AND RELATED SERVICES

     

    1.      The
Fund shall be solely responsible for the servicing of all Loans.  The
Fund shall cause all payments by or on behalf of borrowers under the Loans to be
remitted to Custodian for credit to the Account.

     

    2.      The
Fund shall be solely responsible for maintaining all records of account activity
relating to each Loan, including without limitation, all amortization schedules,
records of transfer, pay-off, assignment, participation, sale, modification,
termination or other changes in the Loans.

     

    3.      The
Fund shall, upon origination, modification or other change in any Loan, promptly
deliver or cause to be delivered to Custodian all relevant Loan
Documents.  It is understood and agreed that Custodian will accept any
file purporting to be a Loan Document File for custody hereunder “as is” and
without any examination.  Custodian shall have no duty or
responsibility to review any Loan Document File, to determine the contents
thereof or to review or inspect any Loan Document and shall rely, without
independent verification, on information provided by the Fund regarding the Loan
Document Files. Under no circumstances will Custodian be required to issue a
trust receipt (or similar instrument) with respect to the Loan Document Files or
their contents.  Account statements will only reflect an inventory of
the Loan Document Files that Custodian holds in custody hereunder without any
representation as to the contents thereof.

     

    4.      The
Fund shall be solely responsible for the settlement of each purchase or sale of
Loans.  Subject to Section 5 below, the Fund shall deliver to
Custodian a Certificate specifying all Loan Document Files to be received or
released in connection with such purchase or sale and any other relevant
information concerning the custody of the Loan Document Files relating to the
affected Loans.  The Fund assumes full responsibility for all credit
risks associated with any such sale or purchase or any loss, damage or
destruction of any Loan Documents or Loan Document Files in
transit.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -12-

       

    

    5.      No
director, officer, employee or agent of the Fund shall have physical access to
the Loan Document Files or be authorized or permitted to withdraw any Loan
Documents nor shall Custodian deliver any Loan Documents to any such person,
unless such access or withdrawal has been duly authorized pursuant to Section 9
of Article III hereof.

     

    ARTICLE
VI

    OVERDRAFTS
OR INDEBTEDNESS

     

    1.      If
Custodian should in its sole discretion advance funds on behalf of any Series
which results in an overdraft (including, without limitation, any day-light
overdraft) because the money held by Custodian in an Account for such Series
shall be insufficient to pay the total amount payable upon a purchase of
Securities or Loans specifically allocated to such Series, as set forth in a
Certificate, Instructions or Oral Instructions, or if an overdraft arises in the
separate account of a Series for some other reason, including, without
limitation, because of a reversal of a conditional credit or the purchase of any
currency, or if the Fund is for any other reason indebted to Custodian with
respect to a Series, including any indebtedness to The Bank of New York Mellon
under the Fund’s Cash Management and Related Services Agreement (except a
borrowing for investment or for temporary or emergency purposes using Securities
as collateral pursuant to a separate agreement and subject to the provisions of
Section 2 of this Article), such overdraft or indebtedness shall be deemed to be
a loan made by Custodian to the Fund for such Series payable on demand and shall
bear interest from the date incurred at a rate per annum ordinarily charged by
Custodian to its institutional customers, as such rate may be adjusted from time
to time.  Custodian shall endeavor to notify the Funds of such an overdraft
or indebtedness, by way of written, or oral communication, or by making such
information available on statements or electronically to the Fund, and will,
upon request provide details related to the rate of interest to be charged in
connection therewith.  In addition, the Fund hereby agrees that
Custodian shall to the maximum extent permitted by law have a continuing lien,
security interest, and security entitlement in and to any property, including,
without limitation, any investment property or any financial asset of such
Series at any time held by Custodian for the benefit of such Series or in which
such Series may have an interest which is then in Custodian’s possession or
control or in possession or control of any third party acting in Custodian’s
behalf.  The Fund authorizes Custodian, in its sole discretion, at any time
to charge any such overdraft or indebtedness together with interest due thereon
against any balance of account standing to such Series’ credit on Custodian’s
books.

     

    2.      If
the Fund borrows money from any bank (including Custodian if the borrowing is
pursuant to a separate agreement) for investment or for temporary or emergency
purposes using Securities held by Custodian hereunder as collateral for such
borrowings, the Fund shall deliver to Custodian a Certificate specifying with
respect to each such borrowing:  (a) the Series to which such
borrowing relates; (b) the name of the bank, (c) the amount of the borrowing,
(d) the time and date, if known, on which the loan is to be entered into, (e)
the total amount payable to the Fund on the borrowing date, (f) the Securities
or Loan Document Files to be delivered as collateral for such loan, including
the name of the issuer, the title and the number of shares or the principal
amount of any particular Securities, and (g) a statement that such loan is in
conformance with the 40 Act and the Fund’s prospectus.  Custodian
shall deliver on the borrowing date specified in a Certificate the specified
collateral against payment by the lending bank of the total amount of the loan
payable, provided that the same conforms to the total amount payable as set
forth in the Certificate.   Custodian may, at the option of the
lending bank, keep such collateral in its possession, but such collateral shall
be subject to all rights therein given the lending bank by virtue of any
promissory note or loan agreement.  Custodian shall deliver such
Securities as additional collateral as may be specified in a Certificate to
collateralize further any transaction described in this Section.  The
Fund shall cause all Securities or Loan Document Files released from collateral
status to be returned directly to Custodian, and Custodian shall receive from
time to time such return of collateral as may be tendered to
it.   In the event that the Fund fails to specify in a
Certificate the Series, the name of the issuer, the title and number of shares
or the principal amount of any particular Securities or to identify any
particular Loan Document File to be delivered as collateral by Custodian,
Custodian shall not be under any obligation to deliver any Securities or Loan
Document File.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -13-

       

    

    ARTICLE
VII

    SALE
AND REDEMPTION OF SHARES

     

    1.      Whenever
the Fund shall sell any shares issued by the Fund (“Shares”) it shall deliver to
Custodian a Certificate or Instructions specifying the amount of money and/or
Securities to be received by Custodian for the sale of such Shares and
specifically allocated to an Account for such Series.

     

    2.      Upon
receipt of such money, Custodian shall credit such money to an Account in the
name of the Series for which such money was received.

     

    3.      Except
as provided hereinafter, whenever the Fund desires Custodian to make payment out
of the money held by Custodian hereunder in connection with a redemption of any
Shares, it shall furnish to Custodian a Certificate or Instructions specifying
the total amount to be paid for such Shares.  Custodian shall make
payment of such total amount to the transfer agent specified in such Certificate
or Instructions out of the money held in an Account of the appropriate
Series.

     

    ARTICLE
VIII

    PAYMENT
OF DIVIDENDS OR DISTRIBUTIONS

     

    1.      Whenever
the Fund shall determine to pay a dividend or distribution on Shares it shall
furnish to Custodian Instructions or a Certificate setting forth with respect to
the Series specified therein the date of the declaration of such dividend or
distribution, the total amount payable, and the payment date.

     

    2.      Upon
the payment date specified in such Instructions or Certificate, Custodian shall
pay out of the money held for the account of such Series the total amount
payable to the dividend agent of the Fund specified therein.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -14-

       

    

    ARTICLE
IX

    CONCERNING
CUSTODIAN

     

    1.      (a)           Except
as otherwise expressly provided herein, Custodian shall not be liable for any
costs, expenses, damages, liabilities or claims, including attorneys’ and
accountants’ fees (collectively, “Losses”), incurred by or asserted against the
Fund, except those Losses arising out of Custodian’s own negligence or willful
misconduct.  Custodian shall have no liability whatsoever for the
action or inaction of any Depositories or of any Foreign Depositories, except in
each case to the extent such action or inaction is a direct result of the
Custodian’s failure to fulfill its duties hereunder.  With respect to
any Losses incurred by the Fund as a result of the acts or any failures to act
by any Subcustodian (other than a BNY Affiliate), Custodian shall take
appropriate action to recover such Losses from such Subcustodian; and
Custodian’s sole responsibility and liability to the Fund shall be limited to
amounts so received from such Subcustodian (exclusive of costs and expenses
incurred by Custodian).  In no event shall Custodian be liable to the
Fund or any third party for special, indirect or consequential damages, or lost
profits or loss of business, arising in connection with this Agreement, nor
shall Custodian or any Subcustodian be liable:  (i) for acting in
accordance with any Certificate or Oral Instructions  actually
received by Custodian and reasonably believed by Custodian to be given by an
Authorized Person; (ii) for acting in
accordance with Instructions without reviewing the same; (iii) for conclusively
presuming that all Instructions are given only by person(s) duly authorized;
(iv) for
conclusively presuming that all disbursements of cash directed by the Fund,
whether by a Certificate, an Oral Instruction, or an Instruction, are in
accordance with Section 2(i) of Article II hereof; (v) for holding
property in any particular country, including, but not limited to, Losses
resulting from nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; exchange or currency controls
or restrictions, devaluations or fluctuations; availability of cash or
Securities or market conditions which prevent the transfer of property or
execution of Securities transactions or affect the value of property; (vi) for any Losses
due to forces beyond the control of Custodian, including without limitation
strikes, work stoppages, acts of war or terrorism, insurrection, revolution,
nuclear or natural catastrophes or acts of God, or interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; (vii) for the insolvency of any Subcustodian (other than a BNY
Affiliate), any Depository, or, except to the extent such action or inaction is
a direct result of the Custodian’s failure to fulfill its duties hereunder, any
Foreign Depository; or (viii) for the
contents of or deficiency in any Loan Document File, or (ix) for any Losses
arising from the applicability of any law or regulation now or hereafter in
effect, or from the occurrence of any event, including, without limitation,
implementation or adoption of any rules or procedures of a Foreign Depository,
which may affect, limit, prevent or impose costs or burdens on, the
transferability, convertibility, or availability of any currency or Composite
Currency Unit in any country or on the transfer of any Securities, and in no
event shall Custodian be obligated to substitute another currency for a currency
(including a currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected, limited, or
prevented by such law, regulation or event, and to the extent that any such law,
regulation or event imposes a cost or charge upon Custodian in relation to the
transferability, convertibility, or availability of any cash currency or
Composite Currency Unit, such cost or charge shall be for the account of the
Fund, and Custodian may treat any account denominated in an affected currency as
a group of separate accounts denominated in the relevant component
currencies.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -15-

       

    

    (b)           Custodian
may enter into subcontracts, agreements and understandings with any BNY
Affiliate, whenever and on such terms and conditions as it deems necessary or
appropriate to perform its services hereunder.  No such subcontract,
agreement or understanding shall discharge Custodian from its obligations
hereunder.

     

    (c)           The
Fund agrees to indemnify Custodian and hold Custodian harmless from and against
any and all Losses sustained or incurred by or asserted against Custodian by
reason of or as a result of any action or inaction, or arising out of
Custodian’s performance hereunder, including reasonable fees and expenses of
counsel incurred by Custodian in a successful defense of claims by the Fund, and
any claims by a purchaser or transferee of any Loan Document File; provided
however, that the Fund shall not indemnify Custodian for those Losses arising
out of Custodian’s own negligence or willful misconduct.  This
indemnity shall be a continuing obligation of the Fund, its successors and
assigns, notwithstanding the termination of this Agreement.

     

    2.      Without
limiting the generality of the foregoing, Custodian shall be under no obligation
to inquire into, and shall not be liable for:

     

    (a)           Any
Losses incurred by the Fund or any other person as a result of the receipt or
acceptance of fraudulent, forged or invalid Securities, or Securities which are
otherwise not freely transferable or deliverable without encumbrance in any
relevant market;

     

    (b)           The
validity of the issue of any Securities purchased, sold, or written by or for
the Fund, the legality of the purchase, sale or writing thereof, or the
propriety of the amount paid or received therefor;

     

    (c)           The
legality of the sale or redemption of any Shares, or the propriety of the amount
to be received or paid therefor;

     

    (d)           The
legality of the declaration or payment of any dividend or distribution by the
Fund;

     

    (e)           The
legality of any borrowing by the Fund;

     

    (f)           The
legality of any loan of portfolio Securities, nor shall Custodian be under any
duty or obligation to see to it that any cash or collateral delivered to it by a
broker, dealer or financial institution or held by it at any time as a result of
such loan of portfolio Securities is adequate security for the Fund against any
loss it might sustain as a result of such loan, which duty or obligation shall
be the sole responsibility of the Fund.  In addition, Custodian shall
be under no duty or obligation to see that any broker, dealer or financial
institution to which portfolio Securities of the Fund are lent makes payment to
it of any dividends or interest which are payable to or for the account of the
Fund during the period of such loan or at the termination of such
loan;

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -16-

       

    

    (g)           The
sufficiency or value of any amounts of money and/or Securities held in any
Special Account in connection with transactions by the Fund; whether any broker,
dealer, futures commission merchant or clearing member makes payment to the Fund
of any variation margin payment or similar payment which the Fund may be
entitled to receive from such broker, dealer, futures commission merchant or
clearing member, or whether any payment received by Custodian from any broker,
dealer, futures commission merchant or clearing member is the amount the Fund is
entitled to receive, or to notify the Fund of Custodian’s receipt or non-receipt
of any such payment; or

     

    (h)           Whether
any Securities at any time delivered to, or held by it or by any Subcustodian,
for the account of the Fund and specifically allocated to a Series are such as
properly may be held by the Fund or such Series under the provisions of its then
current prospectus and statement of additional information, or to ascertain
whether any transactions by the Fund, whether or not involving Custodian, are
such transactions as may properly be engaged in by the Fund.

     

    3.      Custodian
may, with respect to questions of law specifically regarding an Account, obtain
the advice of counsel, which has been reasonably selected by Custodian, and
shall be fully protected with respect to anything done or omitted by it in good
faith in conformity with such advice.

     

    4.      Custodian
shall be under no obligation to take action to collect any amount payable on
Securities in default, or if payment is refused after due demand and
presentment.

     

    5.      Custodian
shall have no duty or responsibility to inquire into, make recommendations,
supervise, or determine the suitability of any transactions affecting any
Account.

     

    6.      The
Fund shall pay to Custodian the fees and charges as may be specifically agreed
upon from time to time and such other fees and charges at Custodian’s standard
rates for such services as may be applicable.  The Fund shall
reimburse Custodian for all costs, actually incurred, associated with the
conversion of the Fund’s Securities hereunder and the transfer of Securities and
records kept in connection with this Agreement.  The Fund shall also
reimburse Custodian for actual out-of-pocket expenses which are a normal
incident of the services provided hereunder.

     

    7.      Custodian
has the right to debit any cash account for any amount payable by the Fund in
connection with any and all obligations of the Fund to Custodian.  In
addition to the rights of Custodian under applicable law and other agreements,
at any time when the Fund shall not have honored any of its obligations to
Custodian, Custodian shall have the right, provided that Custodian shall
endeavor to seek the Fund’s direction as to it preferred source of funds from
which to meet its obligations to the Custodian, to retain or set-off, against
such obligations of the Fund, any Securities or cash Custodian or a BNY
Affiliate may directly or indirectly hold for the account of the Fund, and any
obligations (whether matured or unmatured) that Custodian or a BNY Affiliate may
have to the Fund in any currency or Composite Currency Unit.  Any such
asset of, or obligation to, the Fund may be transferred to Custodian and any BNY
Affiliate in order to effect the above rights.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -17-

       

    

    8.      The
Fund agrees to forward to Custodian a Certificate or Instructions confirming
Oral Instructions by the close of business of the same day that such Oral
Instructions are given to Custodian.  The Fund agrees that the fact
that such confirming Certificate or Instructions are not received or that a
contrary Certificate or contrary Instructions are received by Custodian shall in
no way affect the validity or enforceability of transactions authorized by such
Oral Instructions and effected by Custodian.  If the Fund elects to
transmit Instructions through an on-line communications system offered by
Custodian, the Fund’s use thereof shall be subject to the Terms and Conditions
attached as Appendix I hereto.  If Custodian receives Instructions
which appear on their face to have been transmitted by an Authorized Person via
(i) computer facsimile, email, the Internet or other insecure electronic method,
or (ii) secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys, the Fund understands and agrees
that Custodian cannot determine the identity of the actual sender of such
Instructions and that Custodian shall conclusively presume that such Written
Instructions have been sent by an Authorized Person, and the Fund shall be
responsible for ensuring that only Authorized Persons transmit such Instructions
to Custodian.  If the Fund elects (with Custodian’s prior consent) to
transmit Instructions through an on-line communications service owned or
operated by a third party, the Fund agrees that Custodian shall not be
responsible or liable for the reliability or availability of any such
service.

     

    9.      The
books and records pertaining to the Fund which are in possession of Custodian
shall be the property of the Fund.  Such books and records shall be
prepared and maintained as required by the 40 Act and the rules thereunder. The
Fund, or its authorized representatives (including its independent public
accountant), shall have access to such books and records during Custodian’s
normal business hours for purposes of inspection and, where appropriate,
audit.  Upon the reasonable request of the Fund, copies of any such
books and records shall be provided by Custodian to the Fund or its authorized
representative.  Upon the reasonable request of the Fund, Custodian
shall provide in hard copy or on computer disc any records included in any such
delivery which are maintained by Custodian on a computer disc, or are similarly
maintained.

     

    10.    It
is understood that Custodian is authorized to supply any information regarding
the Accounts which is required by any law, regulation or rule now or hereafter
in effect.  The Custodian shall provide the Fund with any report
obtained by the Custodian on the system of internal accounting control of a
Depository, and with such reports on its own system of internal accounting
control as the Fund may reasonably request from time to time.

     

    11.    Custodian
shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement, and no
covenant or obligation shall be implied against Custodian in connection with
this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    -18-

     

    ARTICLE
X

    TERMINATION

     

    1.      Either
of the parties hereto may terminate this Agreement by giving to the other party
a notice in writing specifying the date of such termination, which shall be not
less than ninety (90) days after the date of giving of such notice. In the event
such notice is given by the Fund, it shall be accompanied by a copy of a
resolution of the board of the Fund, certified by the Secretary or any Assistant
Secretary, electing to terminate this Agreement and designating a successor
custodian or custodians, each of which shall be a bank or trust company having
not less than $2,000,000 aggregate capital, surplus and undivided profits. In
the event such notice is given by Custodian, the Fund shall, on or before the
termination date, deliver to Custodian a copy of a resolution of the board of
the Fund, certified by the Secretary or any Assistant Secretary, designating a
successor custodian or custodians. In the absence of such designation by the
Fund, Custodian may designate a successor custodian, which shall be a bank or
trust company having not less than $2,000,000 aggregate capital, surplus and
undivided profits. Upon the date set forth in such notice this Agreement shall
terminate, and Custodian shall upon receipt of a notice of acceptance by the
successor custodian on that date deliver directly to the successor custodian all
Securities, Loan Document Files and money then owned by the Fund and held by it
as Custodian, after deducting all fees, expenses and other amounts for the
payment or reimbursement of which it shall then be entitled.

     

    2.      If
a successor custodian is not designated by the Fund or Custodian in accordance
with the preceding Section, the Fund shall upon the date specified in the notice
of termination of this Agreement and upon the delivery by Custodian of all
Securities and Loan Document Files (other than Securities which cannot be
delivered to the Fund) and money then owned by the Fund be deemed to be its own
custodian and Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty with respect to
Securities which cannot be delivered to the Fund to hold such Securities
hereunder in accordance with this Agreement.

     

    ARTICLE
XI

    MISCELLANEOUS

     

    1.      The
Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in
the event of any change in the then present Authorized Persons.  Until
such new Certificate is received, Custodian shall be fully protected in acting
upon Certificates or Oral Instructions of such present Authorized
Persons.

     

    2.      Any
notice or other instrument in writing, authorized or required by this Agreement
to be given to Custodian, shall be sufficiently given if addressed to Custodian
and received by it at its offices at One Wall Street, New York, New York 10286,
or at such other place as Custodian may from time to time designate in
writing.

     

    3.      Any
notice or other instrument in writing, authorized or required by this Agreement
to be given to the Fund shall be sufficiently given if addressed to the Fund and
received by it at its offices at 111 West 57th Street,
Suite 1100, New York, NY 10019, or at such other place as the Fund may from time
to time designate in writing.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -19-

       

    

    4.      Each
and every right granted to either party hereunder or under any other document
delivered hereunder or in connection herewith, or allowed it by law or equity,
shall be cumulative and may be exercised from time to time.  No
failure on the part of either party to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by either party of any right preclude any other or future exercise thereof or
the exercise of any other right.

     

    5.      In
case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any exclusive jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby.  This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties, except that any
amendment to the Schedule I hereto need be signed only by the Fund and any
amendment to Appendix I hereto need be signed only by Custodian.  This
Agreement shall extend to and shall be binding upon the parties hereto, and
their respective successors and assigns; provided, however, that this Agreement
shall not be assignable by either party without the written consent of the
other.

     

    6.      This
Agreement shall be construed in accordance with the substantive laws of the
State of New York, without regard to conflicts of laws principles
thereof.  The Fund and Custodian hereby consent to the jurisdiction of
a state or federal court situated in New York City, New York in connection with
any dispute arising hereunder.  The Fund hereby irrevocably waives, to
the fullest extent permitted by applicable law, any objection which it may now
or hereafter have to the laying of venue of any such proceeding brought in such
a court and any claim that such proceeding brought in such a court has been
brought in an inconvenient forum.  The Fund and Custodian each hereby
irrevocably waives any and all rights to trial by jury in any legal proceeding
arising out of or relating to this Agreement.

     

    7.      The Fund hereby
acknowledges that Custodian is subject to federal laws, including the Customer
Identification Program (CIP) requirements under the USA PATRIOT Act and its
implementing regulations, pursuant to which Custodian must obtain, verify and
record information that allows Custodian to identify the
Fund.  Accordingly, prior to opening an Account hereunder Custodian
will ask the Fund to provide certain information including, but not limited to,
the Fund’s name, physical address, tax identification number and other
information that will help Custodian to identify and verify the Fund’s identity
such as organizational documents, certificate of good standing, license to do
business, or other pertinent identifying information.  The Fund agrees
that Custodian cannot open an Account hereunder unless and until Custodian
verifies the Fund’s identity in accordance with its CIP.

     

    8.      This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only
one instrument.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -20-

       

    

    IN WITNESS WHEREOF, the Fund
and Custodian have caused this Agreement to be executed by their respective
officers, thereunto duly authorized, as of the day and year first above
written.

     

    HARRIS
& HARRIS GROUP, INC.

     

    By:
_______________________

    Title:

     

    THE
BANK OF NEW YORK MELLON

     

    By:
_______________________

    Title:

    
       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
A

     

    
       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    SCHEDULE
I

    CERTIFICATE
OF AUTHORIZED PERSONS

    (The
Fund - Oral and Written Instructions)

     

    The
undersigned hereby certifies that he/she is the duly elected and acting
________________________ of * (the “Fund”), and further certifies that the
following officers or employees of the Fund have been duly authorized in
conformity with the Fund’s Declaration of Trust and By-Laws to deliver
Certificates and Oral Instructions to The Bank of New York Mellon (“Custodian”)
pursuant to the Custody Agreement between the Fund and Custodian dated
_______________, 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.

     

    
      
        
          
            	
                    [seal]

                  	
                    

                      By:
      _______________________

                      Title:

                    

                  


          

        

      

    

     

    Date:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
II

     

    SERIES

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
I

     

    ELECTRONIC
SERVICES TERMS AND CONDITIONS

     

    1.           License; Use. (a)
This Appendix I shall govern the Fund’s use of electronic communications,
information delivery, portfolio management and banking services, that The Bank
of New York Mellon and its affiliates (“Custodian”) may provide to the Fund,
such as The Bank of New York Inform TM and The Bank of New York CA$H-Register
Plus®, and any
computer software, proprietary data and documentation provided by Custodian to
the Fund in connection therewith (collectively, the “Electronic Services”). In the
event of any conflict between the terms of this Appendix I and the main body of
this Agreement with respect to the Fund’s use of the Electronic Services, the
terms of this Appendix I shall control.

     

    (b)
Custodian grants to the Fund a personal, nontransferable and nonexclusive
license to use the Electronic Services to which the Fund subscribes solely for
the purpose of transmitting instructions and information (“Written
Instructions”), obtaining reports, analyses and statements and other information
and data, making inquiries and otherwise communicating with Custodian in
connection with the Fund’s relationship with Custodian.  The Fund
shall use the Electronic Services solely for its own internal and proper
business purposes and not in the operation of a service
bureau.  Except as set forth herein, no license or right of any kind
is granted to with respect to the Electronic Services.  The Fund
acknowledges that Custodian and its suppliers retain and have title and
exclusive proprietary rights to the Electronic Services, including any trade
secrets or other ideas, concepts, know-how, methodologies, and information
incorporated therein and the exclusive rights to any copyrights, trade dress,
look and feel, trademarks and patents (including registrations and applications
for registration of either), and other legal protections available in respect
thereof.  The Fund further acknowledges that all or a part of the
Electronic Services may be copyrighted or trademarked (or a registration or
claim made therefor) by Custodian or its suppliers.  The Fund shall
not take any action with respect to the Electronic Services inconsistent with
the foregoing acknowledgments, nor shall the Fund attempt to decompile, reverse
engineer or modify the Electronic Services.  The Fund may not copy,
distribute, sell, lease or provide, directly or indirectly, the Electronic
Services or any portion thereof to any other person or entity without
Custodian’s prior written consent.  The Fund may not remove any
statutory copyright notice or other notice included in the Electronic
Services.  The Fund shall reproduce any such notice on any
reproduction of any portion of the Electronic Services and shall add any
statutory copyright notice or other notice upon Custodian’s
request.

     

    (c)
Portions of the Electronic Services may contain, deliver or rely on data
supplied by third parties (“Third Party Data”), such as pricing data and
indicative data, and services supplied by third parties (“Third Party Services”)
such as analytic and accounting services.  Third Party Data and Third
Party Services supplied hereunder are obtained from sources that Custodian
believes to be reliable but are provided without any independent investigation
by Custodian.  Custodian and its suppliers do not represent or warrant
that the Third Party Data or Third Party Services are correct, complete or
current.  Third Party Data and Third Party Services are proprietary to
their suppliers, are provided solely for the Fund’s internal use, and may not be
reused, disseminated or redistributed in any form.  The Fund shall not
use any Third Party Data in any manner that would act as a substitute for
obtaining a license for the data directly from the supplier.  Third
Party Data and Third Party Services should not be used in making any investment
decision.  CUSTODIAN AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY
RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD
PARTY SERVICES.  Custodian’s suppliers of Third Party Data and
Services are intended third party beneficiaries of this Section 1(c) and Section
5 below.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        -2-

      

       

    

    (d) The
Fund understands and agrees that any links in the Electronic Services to
Internet sites may be to sites sponsored and maintained by third
parties.  Custodian make no guarantees, representations or warranties
concerning the information contained in any third party site (including without
limitation that such information is correct, current, complete or free of
viruses or other contamination), or any products or services sold through third
party sites.  All such links to third party Internet sites are
provided solely as a convenience to the Fund and the Fund accesses and uses such
sites at its own risk.  A link in the Electronic Services to a third
party site does not constitute Custodian’s endorsement, authorisation or
sponsorship of such site or any products and services available from such
site.

     

    2.           Equipment.  The
Fund shall obtain and maintain at its own cost and expense all equipment and
services, including but not limited to communications services, necessary for it
to utilize and obtain access to the Electronic Services, and Custodian shall not
be responsible for the reliability or availability of any such equipment or
services.

     

    3.           Proprietary
Information.  The Electronic Services, and any proprietary data
(including Third Party Data), processes, software, information and documentation
made available to the Fund (other than which are or become part of the public
domain or are legally required to be made available to the public)
(collectively, the "Information"), are the exclusive and confidential property
of Custodian or its suppliers.  However, for the avoidance of doubt,
reports generated by the Fund containing information relating to its account(s)
(except for Third Party Data contained therein) are not deemed to be within the
meaning of the term “Information.”  the Fund shall keep the
Information confidential by using the same care and discretion that the Fund
uses with respect to its own confidential property and trade secrets, but not
less than reasonable care.  Upon termination of the Agreement or the
licenses granted herein for any reason, the Fund shall return to Custodian any
and all copies of the Information which are in its possession or under its
control (except that the Fund may retain reports containing Third Party Data,
provided that such Third Party Data remains subject to the provisions of this
Appendix).  The provisions of this Section 3 shall not affect the
copyright status of any of the Information which may be copyrighted and shall
apply to all information whether or not copyrighted.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        -3-

      

       

    

    4.           Modifications.  Custodian
reserves the right to modify the Electronic Services from time to
time.  The Fund agrees not to modify or attempt to modify the
Electronic Services without Custodian's prior written consent.  The
Fund acknowledges that any modifications to the Electronic Services, whether by
the Fund or Custodian and whether with or without Custodian's consent, shall
become the property of Custodian.

     

    5.           NO REPRESENTATIONS OR
WARRANTIES; LIMITATION OF LIABILITY.  CUSTODIAN AND ITS
MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WITH RESPECT
TO THE ELECTRONIC SERVICES OR ANY THIRD PARTY DATA OR THIRD PARTY SERVICES,
EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO WARRANTIES
OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR
PURPOSE.  THE FUND ACKNOWLEDGES THAT THE ELECTRONIC SERVICES, THIRD
PARTY DATA AND THIRD PARTY SERVICES ARE PROVIDED “AS IS.”  TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CUSTODIAN OR ANY
SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT SPECIAL, OR
CONSEQUENTIAL, WHICH CUSTOMER MAY INCUR IN CONNECTION WITH THE ELECTRONIC
SERVICES, THIRD PARTY DATA OR THIRD PARTY SERVICES, EVEN IF CUSTODIAN OR SUCH
SUPPLIER KNEW OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL
CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER
BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION
FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND
THEIR REASONABLE CONTROL.

     

    6.           Security; Reliance;
Unauthorized Use; Funds Transfers.  Custodian will establish
security procedures to be followed in connection with the use of the Electronic
Services, and the Fund agrees to comply with the security
procedures.  The Fund understands and agrees that the security
procedures are intended to determine whether instructions received by Custodian
through the Electronic Services are authorized but are not (unless otherwise
specified in writing) intended to detect any errors contained in such
instructions.  The Fund will cause all persons utilizing the
Electronic Services to treat any user and authorization codes, passwords,
authentication keys and other security devices with the highest degree of care
and confidentiality.  Upon termination of the Fund’s use of the
Electronic Services, the Fund shall return to Custodian any security devices
(e.g., token cards) provided by Custodian.  Custodian is hereby
irrevocably authorized to comply with and rely upon on Written Instructions and
other communications, whether or not authorized, received by it through the
Electronic Services.  The Fund acknowledges that it has sole
responsibility for ensuring that only Authorized Persons use the Electronic
Services and that to the fullest extent permitted by applicable law Custodian
shall not be responsible nor liable for any unauthorized use thereof or for any
losses sustained by the Fund arising from or in connection with the use of the
Electronic Services or Custodian’s reliance upon and compliance with Written
Instructions and other communications received through the Electronic
Services.  With respect to instructions for a transfer of funds issued
through the Electronic Services, when instructed to credit or pay a party by
both name and a unique numeric or alpha-numeric identifier (e.g. ABA number or
account number), the Custodian, its affiliates, and any other bank participating
in the funds transfer, may rely solely on the unique identifier, even if it
identifies a party different than the party named.  Such reliance on a
unique identifier shall apply to beneficiaries named in such instructions as
well as any financial institution which is designated in such instructions to
act as an intermediary in a funds transfer.  It is understood and
agreed that unless otherwise specifically provided herein, and to the extent
permitted by applicable law, the parties hereto shall be bound by the rules of
any funds transfer system utilized to effect a funds transfer
hereunder.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

        -4-

      

       

    

    7.           Acknowledgments.  Custodian
shall acknowledge through the Electronic Services its receipt of each Written
Instruction communicated through the Electronic Services, and in the absence of
such acknowledgment Custodian shall not be liable for any failure to act in
accordance with such Written Instruction and the Fund may not claim that such
Written Instruction was received by Custodian.  Custodian may in its
discretion decline to act upon any instructions or communications that are
insufficient or incomplete or are not received by Custodian in sufficient time
for Custodian to act upon, or in accordance with such instructions or
communications.

     

    8.           Viruses.  The
Fund agrees to use reasonable efforts to prevent the transmission through the
Electronic Services of any software or file which contains any viruses, worms,
harmful component or corrupted data and agrees not to use any device, software,
or routine to interfere or attempt to interfere with the proper working of the
Electronic Services.

     

    9.           Encryption.  The
Fund acknowledges and agrees that encryption may not be available for every
communication through the Electronic Services, or for all data.  The
Fund agrees that Custodian may deactivate any encryption features at any time,
without notice or liability to the Fund, for the purpose of maintaining,
repairing or troubleshooting its systems.

     

    10.           On-Line Inquiry and
Modification of Records. In connection with the Fund’s use of the
Electronic Services, Custodian may, at the Fund’s request, permit the Fund to
enter data directly into a Custodian database for the purpose of modifying
certain information maintained by Custodian’s systems, including, but not
limited to, change of address information.  To the extent that the
Fund is granted such access, the Fund agrees to indemnify and hold Custodian
harmless from all loss, liability, cost, damage and expense (including
attorney’s fees and expenses) to which Custodian may be subjected or which may
be incurred in connection with any claim which may arise out of or as a result
of changes to Custodian database records initiated by the Fund.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      -5-

    

     

    11.           Agents.   the
Fund may, on advance written notice to the Custodian, permit its agents and
contractors (“Agents”) to access and use the Electronic Services on the Fund’s
behalf, except that the Custodian reserves the right to prohibit the Fund’s use
of any particular Agent for any reason.  The Fund shall require its
Agent(s) to agree in writing to be bound by the terms of the Agreement, and the
Fund shall be liable and responsible for any act or omission of such Agent in
the same manner, and to the same extent, as though such act or omission were
that of the Fund.  Each submission of a Written Instruction or other
communication by the Agent through the Electronic Services shall constitute a
representation and warranty by the Fund that the Agent continues to be duly
authorized by the Fund to so act on its behalf and the Custodian may rely on the
representations and warranties made herein in complying with such Written
Instruction or communication.  Any Written Instruction or other
communication through the Electronic Services by an Agent shall be deemed that
of the Fund, and the Fund shall be bound thereby whether or not authorized. The
Fund may, subject to the terms of this Agreement and upon advance written notice
to the Bank, provide a copy of the Electronic Service user manuals to its Agent
if the Agent requires such copies to use the Electronic Services on the Fund’s
behalf.  Upon cessation of any such Agent's services, the Fund shall
promptly terminate such Agent’s access to the Electronic Services, retrieve from
the Agent any copies of the manuals and destroy them, and retrieve from the
Agent any token cards or other security devices provided by Custodian and return
them to Custodian.