Common use of Representations and Warranties of the Custodian Clause in Contracts

Representations and Warranties of the Custodian. Custodian hereby represents, warrants, covenants and acknowledges to the Fund as follows: (i) It is duly organized and is validly existing in good standing in its jurisdiction of incorporation or organization. (ii) It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement; (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement; (iv) This Agreement constitutes the legal, valid and binding obligation of Custodian, enforceable in accordance with its terms. (v) Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it. (vi) The person executing this Agreement on behalf of Custodian represents that he or she has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii) Custodian shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. Custodian further shall provide to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to Custodian’s applicable internal confidentiality and other policy restrictions); and (ix) Custodian shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 18.7.3(viii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement: (a) a violation of the Federal Securities Laws by Custodian or any of its officers, trustees, employees, sub-custodians or agents; (b) a violation of Custodian’s Policies and Procedures; or (c) a weakness in the design or implementation of Custodian’s Policies and Procedures. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of the 1940 Act and the rules and regulations thereunder.

Representations and Warranties of the Custodian. The Custodian hereby represents, warrants, covenants represents and acknowledges warrants to the Fund as followsCompany, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (ia) It is duly organized and is validly existing in good standing in its under the laws of the jurisdiction of incorporation or 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) It is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. (ii) It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement; (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement; (ivc) This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes the legal, a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms., subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vd) Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it. It (vii) The person executing this Agreement on behalf of Custodian represents that he or she has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating compliance policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable reasonably designed to ensure compliance with the Federal Securities Laws (laws as such that term is defined in Rule 38a-1 under the 1940 Act, (ii) will upon request, provide reports and certifications in a mutually agreed upon form to the Company’s Chief Compliance Officer regarding the foregoing, and (iii) will maintain appropriate records in accordance with Rule 38a-1; (e) To the extent it has access to the Funds’ portfolio holdings prior to their public dissemination, it will comply with the Funds’ portfolio holdings disclosure policy; (f) It will maintain a disaster recovery and business continuity plan and adequate and reliable computer and other telecommunications equipment as are required by regulations applicable to the Custodian and as are necessary and appropriate for the Custodian to carry out its obligations under this Agreement and, upon the Company’s reasonable request, will provide supplemental information concerning the aspects of the 1940 Act (collectively, the “Federal Securities Laws”)) Custodian’s disaster recovery and which relate business continuity plan that are relevant to the services to be provided by the Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii) Custodian shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. Custodian further shall provide to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to Custodian’s applicable internal confidentiality and other policy restrictions)hereunder; and (ixg) Custodian shall notify the CCO It is conducting its business in writing compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as promptly as reasonably practicablenow conducted; there is no statute, including during rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any period of time between the quarterly certifications referred to in Section 18.7.3(viii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to Custodian’s attention with respect to contract binding it or affecting its activities pursuant to this Agreement and property which relate to the services to be provided by Custodian to the Fund under the terms would prohibit its execution or performance of this Agreement: (a) a violation of the Federal Securities Laws by Custodian or any of its officers, trustees, employees, sub-custodians or agents; (b) a violation of Custodian’s Policies and Procedures; or (c) a weakness in the design or implementation of Custodian’s Policies and Procedures. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of the 1940 Act and the rules and regulations thereunder.

Representations and Warranties of the Custodian. The Custodian hereby represents, warrants, covenants represents and acknowledges warrants to the Fund as followsTrust, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (ia) It is duly organized and is validly existing in good standing in its under the laws of the jurisdiction of incorporation or its organization. (ii) It has the requisite , with full power and authority under applicable law and to carry on its Governing Documents business as now conducted, to enter into, into this Agreement and to perform its obligations under, this Agreementhereunder; (iiib) All requisite proceedings It is a U.S. Bank as defined in section (a)(7) of Rule 17f-5 of the 1940 Act, and actions have been taken to authorize it to enter into has a capital, surplus and perform this Agreementundivided profits of at least two million dollars ($2,000,000); (ivc) This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes the legal, a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms., subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vd) Its entrance into this Agreement shall not cause a It is conducting its business in compliance in all material breach respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or be in material conflict with any other agreement or obligation judgment binding on it and no provision of the Custodian its charter, bylaws or any law contract binding it or regulation applicable to it.affecting its property which would prohibit its execution or performance of this Agreement; (vie) The person executing this Agreement on behalf of Custodian represents that he or she It: (i) has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating adopted and implemented written policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii) Custodian shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. Custodian further shall provide to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to Custodian’s applicable internal confidentiality and other policy restrictions); and (ix) Custodian shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 18.7.3(viii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement: (a) a prevent violation of the Federal Securities Laws by Custodian or any within the meaning of its officers, trustees, employees, sub-custodians or agents; (b) a violation of Custodian’s Policies and Procedures; or (c) a weakness in the design or implementation of Custodian’s Policies and Procedures. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of Rule 38a-1 under the 1940 Act to the extent applicable to its services hereunder; (ii) in connection therewith, has delivered to the Chief Compliance Officer of the Trust the most recent versions of such policies and procedures; (iii) will upon request provide reports or certifications in a mutually agreed upon form to the rules Trust’s Chief Compliance Officer regarding the foregoing; and regulations thereunder.(iv) will maintain appropriate records in accordance with Rule 38a-1;

Representations and Warranties of the Custodian. The Custodian hereby represents, warrants, covenants represents and acknowledges warrants to the Fund as followsFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (ia) It is duly organized and is validly existing in good standing in its under the laws of the jurisdiction of incorporation or its organization. (ii) It has the requisite , with full power and authority under applicable law and to carry on its Governing Documents business as now conducted, to enter into, into this Agreement and to perform its obligations under, this Agreementhereunder; (iiib) All requisite proceedings and actions have been taken to authorize it to enter into and perform this AgreementIt is a “U.S. Bank” as defined in Rule 17f-5(a)(7) of the 1940 Act; (ivc) This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes the legal, a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and (d) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement. (ve) Its entrance into this Agreement The Custodian shall not cause a material breach or be in material conflict with any other agreement or obligation of maintain for its own account and protection, insurance coverage that the Custodian or any law or regulation applicable deems appropriate with respect to itits business in connection with the services and obligations under this Agreement. (vif) The person executing Custodian will maintain a business continuity plan designed to reasonably reduce the risks associated with a disaster, including but not limited to, natural disaster or pandemic, and minimize service interruptions in the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Custodian’s control, any of which could affect the Custodian’s ability to fulfill its obligations under this Agreement on behalf of Agreement. The Custodian represents and warrants that he or she has the authority to execute this Agreement on behalf of Custodian.it maintains contingency (business continuity) plans as required by its banking regulators (viig) The core standard operating Custodian has implemented and will maintain an effective information security program reasonably designed to protect information relating to Shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable such Personal Information; (b) protect against any anticipated threats or hazards to the Federal Securities Laws security or integrity of such Personal Information, including identity theft; and (as c) protect against unauthorized access to or use of such term is defined Personal Information that could result in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian substantial harm or inconvenience to the Fund under the terms of this Agreement or any Shareholder (the “Policies and ProceduresInformation Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request from the Fund, are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary written description of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basisits Information Security Program. Further, The Custodian will shall promptly notify the CCO Fund in writing of any material change breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Fund (any or all of the foregoing referred to the Policies individually and Procedures collectively for purposes of this provision as soon as reasonably practicable after such change has been implementeda “Security Breach”). The Custodian shall promptly investigate and remedy, and provide a summary bear the cost of each such change together with such notice; the measures (viii) including notification to any affected parties), if any, to address any Security Breach. The Custodian shall meet bear the cost of the Security Breach only if the Custodian is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, the Custodian promptly cooperate with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. Custodian further shall provide to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to Custodian’s applicable internal confidentiality and other policy restrictions); and (ix) Custodian shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 18.7.3(viii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement: (a) a violation of the Federal Securities Laws by Custodian or any of its officers, trustees, employees, sub-custodians or agents; (b) a violation of affiliates’ regulators at the Custodian’s Policies and Procedures; or expense (c) a weakness in only if the design or implementation of Custodian’s Policies and Procedures. (x) The Custodian is a bank that is suitably qualified determined to serve as be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the custodian obligations set forth in this paragraph shall survive termination of the Fund pursuant to Section 17(f) of the 1940 Act and the rules and regulations thereunderthis Agreement.

Representations and Warranties of the Custodian. Custodian hereby represents, warrants, covenants and acknowledges to the Fund Insurance Company as follows: (i) It is duly organized and is validly existing in good standing in its jurisdiction of incorporation or organization. (ii) It has the requisite power and authority under applicable law and its Governing Documents to enter into, and perform its obligations under, this Agreement; (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement; (iv) This Agreement constitutes the legal, valid and binding obligation of Custodian, enforceable in accordance with its terms. (v) Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it. (vi) The person executing this Agreement on behalf of Custodian represents that he or she has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii) Custodian shall meet with the CCO on an annual basis PEO and/or PFO or their designees semi-annually, and at such other times as the PEO and/or PFO may reasonably request, upon reasonable notice, to review and discuss the Policies Custodian’s compliance controls, policies and Procedures, as well as on a reasonable interim basis, as requested by the CCOprocedures. The Custodian further shall shall: (i) provide promptly to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below PEO and the Policies and Procedures on a quarterly basis to the CCO, and PFO such other documentation as the CCO PEO and PFO shall reasonably request from time to time (subject to the Custodian’s applicable internal confidentiality and other policy restrictions); and) and (ii) cooperate with other reasonable efforts of the PEO and PFO to assess the compliance by the Custodian with applicable laws, rules and regulations. (ixviii) The Custodian shall notify the CCO PEO and PFO in writing as promptly as is reasonably practicable, including during any period of time between practicable following discovery by the quarterly certifications referred to in Section 18.7.3(viii) above, Custodian of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement: (a) a violation of the Federal Securities Laws federal securities laws by the Custodian or any of its officers, trustees, employees, sub-custodians or agents; (b) a violation of Custodian’s Policies and Procedures; or (c) a weakness in connection with the design or implementation of Custodian’s Policies and Proceduresactivities contemplated by this Agreement. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of the 1940 Act and the rules and regulations thereunder.

Representations and Warranties of the Custodian. The Custodian hereby represents, warrantswarrants to, and covenants with Buyer that on the date hereof, and acknowledges to on the Fund as followsdate of the issuance of any Trust Receipt by the Custodian: (1) The Custodian is (i) It is a Michigan banking corporation duly organized and is organized, validly existing and in good standing in its jurisdiction under the laws of incorporation or organization. the State of Michigan and (ii) It has the duly qualified and in good standing and in possession of all requisite power authority, power, licenses, permits and authority under applicable law franchises in order to execute, deliver and its Governing Documents to enter into, and perform comply with its obligations under, this Agreement; (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement; (iv) This Agreement constitutes the legal, valid and binding obligation of Custodian, enforceable in accordance with its terms. (v) Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it. (vi) The person executing this Agreement on behalf of Custodian represents that he or she has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii2) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and the execution and delivery of this Agreement by the Custodian shall meet in the manner contemplated herein and the performance of and compliance with the CCO on an annual basis to review and discuss the Policies and Proceduresterms hereof by it will not (i) violate, as well as on contravene or create a reasonable interim basisdefault under any applicable laws, as requested by the CCO. Custodian further shall provide licenses or permits to the CCO best of its knowledge, or (ii) violate, contravene or create a certification default under any charter document or bylaw of the Custodian or to the best of the Custodian's knowledge any contract, agreement, or instrument to which the Custodian or by which any of its property may be bound and will not result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to items referenced in Sections 18.7.3(ix)(a)- any of its property; (c3) below The execution and delivery of this Agreement by the Custodian and the Policies performance of and Procedures on a quarterly basis to compliance with its obligations and covenants hereunder do not require the CCOconsent or approval of any governmental authority or, if such consent or approval is required, it has been obtained; (4) This Agreement, and such other documentation the original Trust Receipt issued hereunder, when executed and delivered by the Custodian will constitute valid, legal and binding obligations of the Custodian, enforceable against the Custodian in accordance with their respective terms, except as the CCO shall reasonably request from time enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law; (5) Custodian does not believe, nor does it have any reason or cause to time believe, that it cannot perform each and every covenant contained in this Agreement; (subject 6) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened which, if determined adversely to Custodian’s applicable internal confidentiality and other policy restrictions); and (ix) Custodian shall notify , would adversely affect the CCO in writing as promptly as reasonably practicableexecution, including during any period delivery or enforceability of time between the quarterly certifications referred to in Section 18.7.3(viii) abovethis Agreement, of or any of the following duties or obligations of Custodian thereunder, or which would have a material compliance matters (as defined in Rule 38a-1 under adverse effect on the 0000 Xxx) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement: (a) a violation of the Federal Securities Laws by Custodian or any of its officers, trustees, employees, sub-custodians or agents; (b) a violation financial condition of Custodian’s Policies and Procedures; or (c) a weakness in the design or implementation of Custodian’s Policies and Procedures23. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of the 1940 Act and the rules and regulations thereunder.

Representations and Warranties of the Custodian. The Custodian hereby represents, warrants, covenants represents and acknowledges warrants to the Fund as followsFund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (ia) It is duly organized and is validly existing in good standing in its under the laws of the jurisdiction of incorporation or 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) It maintains business continuity policies and standards that include data file backup and recovery procedures that comply with all applicable regulatory requirements; (c) It is a “Qualified Foreign Bank” as defined in Rule 17f-5 under the 1940 Act. (iid) It has The Securities will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the requisite power and authority Custodian or its creditors except a claim of payment for their safe custody or administration or such amounts due to the Custodian under applicable law and its Governing Documents to enter into, and perform its obligations under, Article VI of this Agreement;, in the case of cash deposits, liens or rights in favor of creditors of the Custodian arising under bankruptcy, insolvency, or similar laws. (iiie) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement;The beneficial ownership of the Securities will be freely transferable without the payment of money or value other than for safe custody or administration. (ivf) This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes the legal, a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms. (v) Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it. (vi) The person executing this Agreement on behalf of Custodian represents that he or she has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii) Custodian shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. Custodian further shall provide to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to Custodian’s applicable internal confidentiality bankruptcy, insolvency, reorganization, moratorium and other policy restrictions)laws of general application affecting the rights and remedies of creditors and secured parties; and (ixg) Custodian shall notify It meets the CCO in writing as promptly as reasonably practicable, including during any period definition of time between the quarterly certifications referred to in Section 18.7.3(viii) above, of any of the following material compliance matters (as defined in “Primary Custodian” under Rule 38a-1 17f-7 under the 0000 Xxx) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement: (a) a violation of the Federal Securities Laws by Custodian or any of its officers, trustees, employees, sub-custodians or agents; (b) a violation of Custodian’s Policies and Procedures; or (c) a weakness in the design or implementation of Custodian’s Policies and Procedures. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of the 1940 Act and the rules is conducting its business in compliance in all material respects with all applicable laws and regulations thereunderregulations, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.

Representations and Warranties of the Custodian. The Custodian hereby represents, warrants, covenants represents and acknowledges warrants to the Fund as followsCompany, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (ia) It is duly organized and is validly existing in good standing in its under the laws of the jurisdiction of incorporation or its organization. (ii) It has the requisite , with full power and authority under applicable law and to carry on its Governing Documents business as now conducted, to enter into, into this Agreement and to perform its obligations under, this Agreementhereunder; (iiib) All requisite proceedings It is a U.S. Bank as defined in section (a)(7) of Rule 17f-5 of the 1940 Act, and actions have been taken to authorize it to enter into has a capital, surplus and perform this Agreementundivided profits of at least two million dollars ($2,000,000); (ivc) This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes the legal, a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms., subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vd) Its entrance into this Agreement shall not cause a It is conducting its business in compliance in all material breach respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or be in material conflict with any other agreement or obligation judgment binding on it and no provision of the Custodian its charter, bylaws or any law contract binding it or regulation applicable to it.affecting its property which would prohibit its execution or performance of this Agreement; (vie) The person executing this Agreement on behalf of Custodian represents that he or she It: (i) has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating adopted and implemented written policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii) Custodian shall meet with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. Custodian further shall provide to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to Custodian’s applicable internal confidentiality and other policy restrictions); and (ix) Custodian shall notify the CCO in writing as promptly as reasonably practicable, including during any period of time between the quarterly certifications referred to in Section 18.7.3(viii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement: (a) a prevent violation of the Federal Securities Laws by Custodian or any within the meaning of its officers, trustees, employees, sub-custodians or agents; (b) a violation of Custodian’s Policies and Procedures; or (c) a weakness in the design or implementation of Custodian’s Policies and Procedures. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of Rule 38a-1 under the 1940 Act to the extent applicable to its services hereunder; (ii) in connection therewith, has delivered to the Chief Compliance Officer of the Company the most recent versions of such policies and procedures; (iii) will upon request provide reports or certifications in a mutually agreed upon form to the rules Company’s Chief Compliance Officer regarding the foregoing; and regulations thereunder.(iv) will maintain appropriate records in accordance with Rule 38a-1;

Representations and Warranties of the Custodian. The Custodian hereby represents, warrants, covenants represents and acknowledges warrants to the Fund as followsCompany, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (ia) It is duly organized and is validly existing in good standing in its under the laws of the jurisdiction of incorporation or its organization. (ii) It has the requisite , with full power and authority under applicable law and to carry on its Governing Documents business as now conducted, to enter into, into this Agreement and to perform its obligations under, this Agreementhereunder; (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement; (ivb) This Agreement has been duly authorized, executed and delivered by the Custodian in accordance with all requisite action and constitutes the legal, a valid and legally binding obligation of the Custodian, enforceable in accordance with its terms., subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vc) Its entrance into this Agreement shall not cause a It is conducting its business in compliance in all material breach respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or be in material conflict with any other agreement or obligation judgment binding on it and no provision of the Custodian its charter, bylaws or any law contract binding it or regulation applicable to it.affecting its property which would prohibit its execution or performance of this Agreement; (vid) The person executing this Agreement on behalf of Custodian represents that he or she It (i) has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating compliance policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable reasonably designed to ensure compliance with the Federal Securities Laws (as such that term is defined in Rule 38a-1 of under the 1940 Act Act, (collectively, the “Federal Securities Laws”)ii) will upon request provide reports and which relate certifications in a mutually agreed upon form to the services to be provided by Custodian to Company’s Chief Compliance Officer regarding the Fund under foregoing, and (iii) will maintain appropriate records in accordance with Rule 38a-1; (e) To the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above extent it has access to the Fund’s CCOportfolio holdings prior to their public dissemination, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian it will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii) Custodian shall meet comply with the CCO on an annual basis to review and discuss the Policies and Procedures, as well as on a reasonable interim basis, as requested by the CCO. Custodian further shall provide to the CCO a certification with respect to items referenced in Sections 18.7.3(ix)(a)- (c) below and the Policies and Procedures on a quarterly basis to the CCO, and such other documentation as the CCO shall reasonably request from time to time (subject to CustodianFund’s applicable internal confidentiality and other policy restrictions)portfolio holdings disclosure policy; and (ixf) It will maintain a disaster recovery and business continuity plan and adequate and reliable computer and other telecommunications equipment as are required by regulations applicable to the Custodian shall notify and as are necessary and appropriate for the CCO in writing as promptly as reasonably practicableCustodian to carry out its obligations under this Agreement and, including during any period upon the Company’s reasonable request, will provide supplemental information concerning the aspects of time between the quarterly certifications referred to in Section 18.7.3(viii) above, of any of the following material compliance matters (as defined in Rule 38a-1 under the 0000 Xxx) that has come to Custodian’s attention with respect to its activities pursuant to this Agreement disaster recovery and which relate business continuity plan that are relevant to the services to be provided by the Custodian to the Fund under the terms of this Agreement: (a) a violation of the Federal Securities Laws by Custodian or any of its officers, trustees, employees, sub-custodians or agents; (b) a violation of Custodian’s Policies and Procedures; or (c) a weakness in the design or implementation of Custodian’s Policies and Procedureshereunder. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of the 1940 Act and the rules and regulations thereunder.

Representations and Warranties of the Custodian. The Custodian hereby represents, warrantswarrants to, and covenants with Lender that on the date hereof, and acknowledges to on the Fund as followsdate of the issuance of any Trust Receipt by the Custodian: (1) The Custodian is (i) It is a national banking association duly organized and is organized, validly existing and in good standing in its jurisdiction under the laws of incorporation or organization. the United States of America and (ii) It has the duly qualified and in good standing and in possession of all requisite power authority, power, licenses, permits and authority under applicable law franchises in order to execute, deliver and its Governing Documents to enter into, and perform comply with its obligations under, this Agreement; (iii) All requisite proceedings and actions have been taken to authorize it to enter into and perform this Agreement; (iv) This Agreement constitutes the legal, valid and binding obligation of Custodian, enforceable in accordance with its terms. (v) Its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it. (vi) The person executing this Agreement on behalf of Custodian represents that he or she has the authority to execute this Agreement on behalf of Custodian. (vii) The core standard operating policies and procedures of Custodian’s Investment Services Division, which policies and procedures Custodian believes are applicable to the Federal Securities Laws (as such term is defined in Rule 38a-1 of the 1940 Act (collectively, the “Federal Securities Laws”)) and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement (the “Policies and Procedures”), are reasonably designed to provide reasonable assurance that they will prevent, detect and correct violations by Custodian of applicable Federal Securities Laws which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement. Custodian shall provide a summary of the Policies and Procedures referenced above to the Fund’s CCO, and upon request of the CCO, make updated versions of such summaries available to the CCO at least on an annual basis. Further, Custodian will promptly notify the CCO of any material change to the Policies and Procedures as soon as reasonably practicable after such change has been implemented, and provide a summary of each such change together with such notice; (viii2) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action and the execution and delivery of this Agreement by the Custodian shall meet in the manner contemplated herein and the performance of and compliance with the CCO on an annual basis to review and discuss the Policies and Proceduresterms hereof by it will not (i) violate, as well as on contravene or create a reasonable interim basisdefault under any applicable laws, as requested by the CCO. Custodian further shall provide licenses or permits to the CCO best of its knowledge, or (ii) violate, contravene or create a certification default under any charter document or bylaw of the Custodian or to the best of the Custodian's knowledge any contract, agreement, or instrument to which the Custodian or by which any of its property may be bound and will not result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to items referenced in Sections 18.7.3(ix)(a)- any of its property; (c3) below The execution and delivery of this Agreement by the Custodian and the Policies performance of and Procedures on a quarterly basis to compliance with its obligations and covenants hereunder do not require the CCOconsent or approval of any governmental authority or, if such consent or approval is required, it has been obtained; (4) This Agreement, and such other documentation the original Trust Receipt issued hereunder, when executed and delivered by the Custodian will constitute valid, legal and binding obligations of the Custodian, enforceable against the Custodian in accordance with their respective terms, except as the CCO shall reasonably request from time enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law; (5) Custodian does not believe, nor does it have any reason or cause to time believe, that it cannot perform each and every covenant contained in this Agreement; (subject 6) To Custodian's knowledge after due inquiry, there is no litigation pending or threatened which, if determined adversely to Custodian’s applicable internal confidentiality and other policy restrictions); and (ix) Custodian shall notify , would adversely affect the CCO in writing as promptly as reasonably practicableexecution, including during any period delivery or enforceability of time between the quarterly certifications referred to in Section 18.7.3(viii) abovethis Agreement, of or any of the following duties or obligations of Custodian thereunder, or which would have a material compliance matters (as defined in Rule 38a-1 under adverse effect on the 0000 Xxx) that has come to financial condition of Custodian’s attention with respect to its activities pursuant to this Agreement and which relate to the services to be provided by Custodian to the Fund under the terms of this Agreement: (a) a violation of the Federal Securities Laws by Custodian or any of its officers, trustees, employees, sub-custodians or agents; (b7) Upon written request of a violation Lender or any Third Person, and assurance reasonably satisfactory to Custodian that its costs of doing so will be timely reimbursed and that Custodian will receive reasonable compensation (in addition to the compensation provided for elsewhere in this Agreement) for doing so, Custodian shall take such steps as may be reasonably requested by Lender or any Third Person (consistent with Custodian’s Policies 's undertakings hereunder) to protect or maintain any interest in any real property securing the Pledged Loan owned by such owner and Procedures; or (c) a weakness in the design or implementation of Custodian’s Policies and Proceduresany insurance applicable thereto. (x) The Custodian is a bank that is suitably qualified to serve as the custodian of the Fund pursuant to Section 17(f) of the 1940 Act and the rules and regulations thereunder.