MASTER CUSTODIAN AGREEMENT
Exhibit 10.3
This Agreement is made as of 27th day of November, 2020 (this “Agreement”), among BlackRock Direct Lending Corp. (the “Company”) and each of its subsidiaries identified on Appendix A and each additional subsidiary which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Customer” and collectively, the “Customers”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
WITNESSETH:
WHEREAS, each Customer desires for the Custodian to provide certain custodial services relating to securities and other assets of the Customer; and
WHEREAS, the Custodian is willing to provide the services upon the terms contained in this Agreement;
SECTION 1. DEFINITIONS. In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-
7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for
purposes of this Agreement:
“1940 Act” means the Investment Company Act of 1940, as amended from time to time.
“Board” means, in relation to a Customer, the board of directors, trustees or other governing body of the Customer.
“Client Publications” means the general client publications of State Street Bank and Trust Company available from
time to time to clients and their investment advisers.
“Deposit Account Agreement” means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “xx.xxxxxxxxxxx.xxx”.
“Domestic securities” means securities held within the United States.
“Foreign securities” means securities primarily held outside of the United States.
“Held outside of the United States” means not held within the United States.
“Held within the United States” means (a) in relation to a security or other financial asset, the security or other
financial asset (i) is a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian or its sub-custodian, agent or nominee or in blank and the security certificate is located
within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located in the United States, or (iii) has given rise to a security
entitlement of which the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediary’s jurisdiction is within the United States,
and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust company’s office located in the United States.
“Investment Advisor” means the investment manager or investment advisor of the Company.
“On book currency” means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a
customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.
“Proper Instructions” means instructions in accordance with Section 9 received by the Custodian from a Customer, the
Customer’s Investment Advisor, or an individual or organization duly authorized by the Customer or the Investment Advisor. The term includes standing instructions.
“SEC” means the U.S. Securities and Exchange Commission.
“UCC” means the Uniform Commercial Code of the State of New York as in effect from time to time.
“Underlying Portfolios” means collective investment vehicles with uncertificates shares or
interests.
“Underlying Shares” means shares or other interests issued by an issuer of Underlying Portfolios.
“Underlying Transfer Agent” means State Street Bank and Trust Company or such other organization which may from time
to time be appointed by the Customer to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.
“U.S. Securities System” means a securities depository or book-entry system authorized by the U.S. Department of the
Treasury or a “clearing corporation” as defined in Section 8-102 of the UCC.
SECTION 2. EMPLOYMENT OF CUSTODIAN.
SECTION 2.1 GENERAL. Each Customer hereby employs the Custodian as a custodian of (a) securities and cash of each of Customer and (b) other assets of each of the
Customers that the Custodian agrees to treat as financial assets. Each Customer agrees to deliver, or cause to be delivered, to the Custodian (i) all securities and cash of each Customer, (ii) all other assets of each Customer that such Customer
desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify
Underlying Shares as being recorded in the Custodian’s name on behalf of the Customer will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept or treat any asset that is not a security or cash as a
financial asset.
SECTION 2.2 SUB-CUSTODIANS. Upon receipt of Proper Instructions, the Custodian shall on behalf of a Customer appoint one or more banks, trust
companies or other entities located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions as may be designated by the Customer in the Proper Instructions. The
Custodian may place and maintain each Customer’s foreign securities with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An
entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian of the Custodian for purposes of this Agreement.
SECTION 2.3 RELATIONSHIP. With respect to securities and other financial assets, the Custodian is a securities intermediary and the Customer is the entitlement
holder. With respect to cash maintained in a deposit account and denominated in an “on book” currency, the Custodian is a bank and the Customer is the bank’s customer. If cash is maintained in a deposit account with a bank other than the Custodian
and the cash is denominated in an “on book” currency, the Custodian is that bank’s customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Customer. The Custodian does not otherwise agree to treat
cash as financial asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.
SECTION 3. ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD IN THE UNITED
STATES.
SECTION 3.1 HOLDING SECURITIES. The Custodian may deposit and maintain securities or other financial assets of a Customer in a U.S. Securities
System in compliance with the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Customer, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Customer and
into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of
each Customer all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Customer, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b)
Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian
in the United States, as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The appointment of any agent shall not relieve the Custodian of any of its duties hereunder and the
Custodian shall be responsible for the acts and omissions of its agents hereunder as if performed by the Custodian hereunder. The Custodian may at any time or times in its discretion remove a bank or trust company as the Custodian’s agent.
SECTION 3.2 REGISTRATION OF SECURITIES. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall
be registered in the name of the applicable Customer or in the name of any nominee of a Customer or of any nominee of the Custodian, or in the name or nominee name of any agent or any sub-custodian permitted hereby. All securities accepted by the
Custodian on behalf of the Customer under the terms of this Agreement shall be in “street name” or other good delivery form. However, if a Customer directs the Custodian to maintain securities or other financial assets in “street name,” the Custodian
shall utilize reasonable efforts only to timely collect income due the Customer on the securities and other financial assets and to notify the Customer of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or
exchange offers.
SECTION 3.3 BANK ACCOUNTS. The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or
accounts in the United States in the name of each Customer, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions
hereof, all cash received by the Custodian from or for the account of the Customer, other than cash maintained by the Customer in a deposit account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for
a Customer may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such
bank or trust company shall be qualified to act as a custodian under the 1940 Act. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
SECTION 3.4 COLLECTION OF INCOME. Subject to the domestic securities or other financial assets held in the United States being registered as
provided in Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Customer shall be entitled either by law or pursuant to custom in the
securities business. The Custodian shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent. The Custodian
shall present for payment all income items requiring presentation as and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Customer as such
income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Customer in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the
Customer may be charged at the Custodian’s applicable rate for time credited.
SECTION 3.5 DELIVERY OUT. The Custodian shall release and deliver out domestic securities and other financial assets of a Customer held in a U.S.
Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of, and in accordance with, Proper Instructions on behalf of the applicable Customer, specifying the domestic securities or financial assets held in the United
States to be delivered out and the person or persons to whom delivery is to be made.The Custodian shall pay out cash of a Customer upon receipt of, and in accordance with, Proper Instructions on behalf of the applicable Customer, specifying the
amount of the payment and the person or persons to whom the payment is to be made.
SECTION 3.6 DEPOSIT OF CUSTOMER ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying
Shares of a Customer, shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. The Custodian’s only responsibilities with respect to the Underlying Shares shall be limited to the following:
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Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the
Custodian) for the benefit of a Customer, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Customer.
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Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Customer, the Custodian shall pay out cash of the Customer as so directed to purchase the Underlying Shares and record the
payment from the account of the Customer on the Custodian’s books and records.
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Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Customer, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the
Underlying Shares, record the transfer from the account of the Customer on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of
such Customer on the Custodian’s books and records.
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SECTION 3.7 PROXIES. The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the United
States of a Customer, if the securities or other financial assets are registered otherwise than in the name of the Customer or a nominee of the Customer, all proxies, without indication of the manner in which the proxies are to be voted, and shall
promptly deliver to the Customer such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.
SECTION 3.8 COMMUNICATIONS. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the
Custodian shall transmit promptly to the applicable Customer all written information received by the Custodian from issuers of the securities and other financial assets being held for the Customer. The Custodian shall transmit promptly to the
applicable Customer all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian
shall also transmit promptly to the applicable Customer all written information received by the Custodian regarding any class action or other collective litigation relating to Customer securities or other financial assets issued in the United States
and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Customer, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does
not support class-action participation by a Customer beyond such forwarding of written information received by the Custodian, except as may otherwise be mutually agreed to in writing between the Custodian and a Customer.
SECTION 4. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7.
SECTION 4.1. DEFINITIONS. As used in this Agreement, the following terms have the following meanings:
“Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors
include but are not limited to risks arising from the country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement
practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the
banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
“Covered Foreign Country” means a country listed on Schedule A, which list of countries may be amended from time to time at the request
of any Customer and with the agreement of the Foreign Custody Manager.
“Eligible Foreign Custodian” has the meaning set forth in Section (a)(1) of Rule 17f-5. “Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.
“Foreign Assets” means, in relation to a Customer, any of the Customer’s securities or other investments (including foreign currencies)
for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Customer in those investments.
“Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.
“Foreign Securities System” means an Eligible Securities Depository listed on Schedule B.
“Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.
“Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.
SECTION 4.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
4.2.1 DELEGATION. Each Customer, by resolution adopted by its Board, has delegated to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set
forth in this Section 4.2 with respect to Foreign Assets of the Customers held outside the United States. The Custodian hereby accepts such delegation (the Custodian, in such delegated capacity, the Foreign Custody Manager). By giving at least 30
days’ prior written notice to the Customer, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the
Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Customer generally or, as the case may be, with respect to the Covered Foreign Country so designated.
4.2.2 EXERCISE OF CARE AS FOREIGN CUSTODY MANAGER. The Foreign Custody Manager shall exercise
reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities.
4.2.3 FOREIGN CUSTODY ARRANGEMENTS. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities
only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Customers
with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended by the Foreign Custody Manager from time to time upon notice to the Customers in the sole discretion of the Foreign Custody Manager. This Agreement
constitutes a Proper Instruction by a Customer to open an account, and to place and maintain Foreign Assets, for the Customer in each applicable Covered Foreign Country. Each Customer shall satisfy the account opening requirements for the Covered
Foreign Country, and the delegation with respect to the Customer for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Customer Proper
Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Customer for the Covered Foreign
Country.
4.2.4 SCOPE OF DELEGATED RESPONSIBILITIES: Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and
maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) the Foreign Assets will be subject to
reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without
limitation the factors specified in Rule 17f-5(c)(1) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign
Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. The liability of the
Foreign Custody Manager with respect to the acts or omissions of an Eligible Foreign Custodian is addressed in Section 14.4. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer
appropriate, the Foreign Custody Manager shall so notify the Customer.
4.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and
the placement of Foreign Assets with another Eligible Foreign Custodian by making available to the Customer an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material
change in the foreign custody arrangements of the Customers described in this Section 4.2, make a written report to the Board containing a notification of the change.
4.2.6 REPRESENTATIONS. The Foreign Custody Manager represents to each Customer that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. Each Customer
represents to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the
Customers and (b) considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Customer in each Covered Foreign Country.
4.2.7 TERMINATION BY A CUSTOMER OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. By giving
at least 30 days’ prior written notice to the Custodian, a Customer may terminate the delegation to the Custodian as the Foreign Custody Manager for the Customer. Following the termination, the Custodian shall have no further responsibility in its
capacity as Foreign Custody Manager to the Customer.
SECTION 4.3 MONITORING OF ELIGIBLE SECURITIES DEPOSITORIES. The Custodian shall (a) provide the Customer or its
Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor such risks on a
continuing basis and promptly notify the Customer or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7.
SECTION 5. ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD OUTSIDE THE UNITED STATES.
SECTION 5.1. HOLDING SECURITIES. Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign
Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Customers
the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System, and shall provide or make available information to a Customer and such other persons as a Customer may designate with respect to
the registration status of each Customer’s securities and a record of securities held by each Customer and such Customer’s respective interest therein. The Custodian may hold foreign securities and other financial assets for all of its customers,
including the Customers, with any Eligible Foreign Custodian in an account that is identified as the Custodian’s account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or
other financial assets of a Customer maintained in the account shall identify those securities and other financial assets as belonging to the Customer and (b) to the extent permitted and customary in the market in which the account is maintained, the
Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.
SECTION 5.2. REGISTRATION OF FOREIGN SECURITIES. Foreign securities and other financial assets held outside of the United States
maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the applicable Customer or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name
of any nominee of any of the foregoing. Each Customer agrees to hold any such nominee harmless from any liability as a holder of record of the foreign securities or other financial assets. The Custodian or an Eligible Foreign Custodian reserves the
right not to accept securities or other financial assets on behalf of a Customer under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local
market practice.
SECTION 5.3. INDEMNIFICATION BY ELIGIBLE FOREIGN CUSTODIANS. Each contract pursuant to which the Custodian employs an
Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to indemnify and hold harmless the Custodian from and against any loss, cost or expense arising out of or in connection with the Eligible Foreign
Custodian’s performance of its obligations. At a Customer’s election, a Customer shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss,
cost or expense if and to the extent that the Customer has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name with respect to an
Eligible Foreign Custodian.
SECTION 5.4 BANK ACCOUNTS.
5.4.1 GENERAL. The Custodian shall identify on its books as for the account of the applicable Customer the amount of cash (including cash denominated in foreign
currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not
facilitate the maintenance for the Customer of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Customer with an Eligible Foreign
Custodian. The Custodian shall not maintain such cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Customer. All deposit accounts referred to in this Section shall be subject only to
draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement. Cash maintained in a deposit account and denominated in an “on book” currency will be maintained under and subject to
the laws of the State of New York. The Custodian will not have any deposit liability for deposits in any currency that is not an “on book” currency.
5.4.2 NON-U.S. BRANCH AND NON-U.S. DOLLAR DEPOSITS. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be
required to repay any deposit made at a non-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in the non-U.S. dollar
currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind,
whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the
closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.
SECTION 5.5. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to
the Foreign Assets held hereunder to which a Customer shall be entitled. If extraordinary measures are required to collect the income or payment, the Customer and the Custodian shall consult as to such measures and as to the compensation and expenses
of the Custodian relating to such measures. The Custodian shall credit income to the applicable Customer as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Customer in advance
of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Customer may be charged at the Custodian’s applicable rate for time credited. Income on securities or other financial assets loaned other than
from the Custodian’s securities lending program shall be credited as received.
SECTION 5.6. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
5.6.1 DELIVERY OUT. The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held
outside of the United States owned by a Customer and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of, and in accordance with, Proper Instructions, specifying the foreign
securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Customer only upon
receipt of, and in accordance with, Proper Instructions specifying the amount of the payment and the person or persons to payment is to be made.
5.6.2 MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the
account of the Customers and delivery of Foreign Assets maintained for the account of the Customers may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in
which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets
from such purchaser or dealer.
5.6.3 SETTLEMENT PRACTICES. The Custodian shall provide to the Customer or its Investment Advisor the information with respect to custody and settlement practices in
countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being
provided with substantively less information than had been previously provided on Schedule C.
SECTION 5.7 SHAREHOLDER OR BONDHOLDER RIGHTS. The Custodian shall use reasonable commercial efforts to facilitate the exercise of
voting and other shareholder and bondholder rights, including delivery to the Customer of any proxies, proxy soliciting materials and all applicable notices, with respect to foreign securities and other financial assets held outside the United
States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge Financial Solutions, Inc. or another proxy service
firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the
effect of severely limiting the ability of a Customer to exercise shareholder and bondholder rights.
SECTION 5.8. COMMUNICATIONS. The Custodian shall transmit promptly to the applicable Customer written information with respect to materials received by the
Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial asset assets being held outside the United States for the account of a Customer. The Custodian shall transmit promptly to the applicable Customer
written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. The Custodian shall also transmit
promptly to the Customer all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the
Customer regarding any class action or other collective litigation relating to the Customer’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period
during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Customer for the Customer, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support
class-action participation by a Customer beyond such forwarding of written information received by the Custodian, except as may otherwise be mutually agreed to in writing between the Custodian and a Customer.
SECTION 6. FOREIGN EXCHANGE.
SECTION 6.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall
facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
SECTION 6.2. CUSTOMER ELECTIONS. Each Customer (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange
transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Customer or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the
Client Publications, the Customer (or its Investment Advisor) instructs the Custodian, on behalf of the Customer, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the
applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Customer, its Investment Advisor or any other person in connection with the execution of any
foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Customer (or its Investment
Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.
SECTION 6.3. CUSTOMER ACKNOWLEDGEMENT Each Customer acknowledges that in connection with all foreign exchange transactions entered into by the
Customer (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
| (i) |
shall be acting in a principal capacity and not as broker, agent or fiduciary to the Customer or its Investment Advisor;
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| (ii) |
shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Customer or its Investment Advisor; and
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| (iii) |
shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Customer or its Investment Advisor from time to time or
(b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Customer or the Investment Advisor
or (ii) as established by the sub-custodian from time to time.
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SECTION 6.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is
not available to the Customer (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Customer (or its
Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Customer or the Investment Advisor.
SECTION 6A. CONTRACTUAL SETTLEMENT SERVICES (PURCHASE/SALES).
SECTION 6A.1 GENERAL. The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each
Customer on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Customer or the receipt of the proceeds of the sale or redemption of securities or other financial assets.
SECTION 6A.2 PROVISION OF SERVICES. The services described in Section 6A.1 (the “Contractual
Settlement Services”) shall be provided for the securities and other financial assets
and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion
immediately upon notice to the applicable Customer, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the
Customer.
SECTION 6A.3 PURCHASE CONSIDERATION. The consideration payable in connection with a purchase transaction shall be debited from the appropriate
deposit account of the Customer as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market in accordance with prevailing standards for transactions by institutions. The Custodian shall promptly
recredit the amount at the time that a Customer notifies the Custodian by Proper Instruction that the transaction has been canceled.
SECTION 6A.4 SALES AND REDEMPTIONS. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other
financial assets shall be made to the account of the Customer as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market in accordance with
prevailing standards for transactions by institutions. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian
or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Customer) associated with the transaction in good deliverable form and not being
aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
SECTION 6A.5. REVERSALS OF PROVISIONAL CREDITS OR DEBITS. The Custodian shall have the right to reverse any
provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant
thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Customer shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a
sum equal to the credited or debited amount shall become immediately payable by the Customer to the Custodian and may be debited from any deposit or other account held for benefit of the Customer.
SECTION 7. TAX SERVICES.
SECTION 7.1 CUSTOMER INFORMATION. Each Customer will provide documentary evidence of its tax domicile, organizational specifics and other
documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which the Customer may be entitled that is not applicable
to the general nationality and category of person to which the Customer belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Customer engages or proposes to engage in
investment activity or where Customer assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation
and information, the Customer represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in
the documentation or information supplied.
SECTION 7.2 TAX RESPONSIBILITY. The Customer shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity,
including with respect to any cash or securities held by the Custodian on behalf of the Customer or any transactions related thereto. Subject to compliance by the Customer with its obligations under Section 7.1, the Custodian shall withhold (or cause
to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Customer pursuant to this Agreement of any dividend, interest income or other distribution with respect to
any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Customer by the Custodian or otherwise, the Custodian may apply
any credit balance in the Customer’s deposit account to the extent necessary to satisfy such Tax obligation. The Customer shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Customer, other
than those Tax services as set out specifically in this Section 7. The Customer agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or
capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this
Agreement, or (iii) the Customer.
SECTION 7.3
TAX RELIEF. The Custodian will provide tax relief services in relation to designated markets as may be specified from time to time in the Client Publications. Subject to
the preceding sentence and compliance by the Customer with its obligations under Section 7.1, the Custodian will apply for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of
income payments on securities for the benefit of the Customer. The Custodian shall provide information on reduction at source and tax reclaim processing in its Tax Entitlement Service Overview made available to the Customer on the Custodian’s
customer portal, “xx.xxxxxxxxxxx.xxx.” The Custodian shall maintain tax entitlement accruals for possible tax benefits
available in markets of investment and monitor tax entitlements and tax reclaim accruals based on existing situations in markets of investment with respect to the Customer’s entitlements. The Custodian shall facilitate communications to the
Customer’s local tax consultants and Eligible Foreign Custodians with respect to reporting, payment and filing requirements regarding capital gains processing. Unless otherwise informed by the Customer, the Custodian shall be entitled to categorize
a Customer in the relevant tax category according to its nationality, particulars of its organization and other relevant details supplied by the Customer.
SECTION 8. [Reserved]
SECTION 9. PROPER INSTRUCTIONS.
SECTION 9. 1 FORM AND SECURITY PROCEDURES. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested
communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the
Custodian and the individual or organization giving the instruction, provided that the Customer has followed any security procedures agreed to in writing from time to time by the applicable Customer and the Custodian.
Section 9.2 RELIANCE ON OFFICER’S CERTIFICATE. Concurrently with the execution of this Agreement, and from time to
time thereafter, as appropriate, each Customer shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice,
request, direction, instruction, certificate or instrument on behalf of the Customer. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian
of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.
Section 9.3 UNTIMELY PROPER INSTRUCTIONS. If the Custodian is not provided with reasonable time to execute a Proper Instruction
(including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper Instruction but will not be responsible or liable if the Custodian’s efforts
are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not
impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility
or liability when it follows the Proper Instruction without regard to such purpose or intent.
| SECTION 10. |
ACTIONS PERMITTED WITHOUT
EXPRESS AUTHORITY.
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The Custodian may in its discretion, without express authority from the applicable Customer:
| 1) |
Make payments to itself or others for normal and routine expenses to facilitate the settlement of securities transactions that are customary in the markets in which the Customer is trading and relating to the
Custodian’s duties under this Agreement; provided that all such payments shall be accounted for to the Customer;
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| 2) |
Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form;
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| 3) |
Endorse for collection, in the name of the Customer, checks, drafts and other negotiable instruments; and
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| 4) |
In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Customer
except as otherwise directed by the applicable Board.
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SECTION 11. RESERVED.
SECTION 12. RECORDS.
The Custodian shall with respect to each Customer create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each
Customer under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Customer and shall at all times during the regular business hours of the Custodian be
open for inspection by duly authorized officers, employees or agents of the Customer and employees and agents of the SEC. The Custodian shall, at the Customer’s request, supply the Customer with a tabulation of securities owned by each Customer and
held by the Custodian and shall, when requested to do so by the Customer and for such compensation as shall be agreed upon between the Customer and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is
requested or authorized by a Customer, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Customer by
state or federal regulatory agencies, to produce the records of the Customer or the Custodian’s personnel as witnesses, the Customer agrees to pay the Custodian for the Custodian’s reasonable time and expenses, as well as the reasonable fees and
expenses of the Custodian’s counsel, incurred in responding to such request, order or requirement. The Custodian shall, to the extent permitted by law, provide notice to the applicable Customer promptly after receipt of any request for records by an
entity other than such Customer. Upon request, the Custodian shall provide the applicable Customer with an update on the fees and expenses incurred in responding to any such requests for records.
| SECTION 13. |
CUSTOMER’S INDEPENDENT ACCOUNTANTS; REPORTS.
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SECTION 13.1 OPINIONS. The Custodian shall take all reasonable action, as a Customer with respect to a Customer may from time to time request, to obtain from year
to year favorable opinions from the Customer’s independent accountants with respect to its activities hereunder in connection with the preparation of the Company’s Form 10, Form 10-K or other annual reports to the SEC and with respect to any other
requirements thereof.
SECTION 13.2 REPORTS. Upon reasonable request of a Customer, the Custodian shall provide the Customer with a copy of the Custodian’s Service Organizational Control
(SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16).
The Custodian shall use commercially reasonable efforts to provide the Customer with such reports as the Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and
regulatory requirements.
SECTION 14. CUSTODIAN’S STANDARD OF CARE; EXCULPATION.
14.1 STANDARD OF CARE. In carrying out the provisions of this Agreement, the Custodian shall act (i) with reasonable care and diligence and
in good faith, (ii) without negligence, fraud, willful misconduct, willful omission or bad faith, and at least at the same standard of care as the Custodian provides for itself and its affiliates (“Affiliates”)
with respect to similar services, and (iii) with the level of skill and care which would be expected from a reasonably skilled and experienced professional provider of services similar to the services provided under this Agreement. Subject to the
terms of the Agreement, including any exculpatory language, the Custodian shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless
and to the extent the Custodian fails to exercise such standard of care. Upon the occurrence of any event that causes or that the Custodian believes or a Customer reasonably believes will imminently cause any loss, damage or expense to any Customer,
the Custodian (i) shall take and (ii) shall take all reasonable steps to cause any applicable sub-custodian to take all commercially reasonable steps (to the extent consistent with the Custodian’s obligations pursuant to Rules 17f-5 and 17f-7, as
applicable) to mitigate the effects of such event and to avoid continuing harm to a Customer.
14.2 RELIANCE ON PROPER INSTRUCTIONS. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the
Custodian has received notice of any change from the Customer and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on
any Proper Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any
Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper reasonably believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Customer.
14.3 OTHER RELIANCE. The Custodian is authorized and instructed to rely upon the information that the Custodian receives from the Customer or any
third party on behalf of the Customer. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Customer. The
Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Customer arising from the performance of the Custodian’s duties hereunder in reliance upon records that were maintained for the Customer by any
individual or organization, other than the Custodian, prior to the Custodian’s appointment as custodian hereunder. The Custodian shall be entitled to rely on and may act upon reasonable advice of reputable counsel (who may be counsel for the
Customer) on all matters and shall be without liability for any action reasonably taken or omitted in good faith pursuant to the advice; provided, however, that with respect to the reliance on such reasonable advice and the performance of any action
or omission of any action upon such advice, the Custodian shall be required to conform to the standard of care set forth above. The Custodian and the applicable Customers shall mutually agree as to which entity will bear the cost of such advice of
counsel.
14.4 LIABILITY FOR FOREIGN CUSTODIANS AND U.S. SUB-CUSTODIANS. The Custodian shall be liable for the
acts or omissions of an Eligible Foreign Custodian and of any domestic sub-custodian selection by the Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances
and the established local market practices and laws prevailing in the particular jurisdiction in which the Customer elects to invest. If a Customer directs the Custodian to appoint a specific domestic sub-custodian, the Custodian shall, with respect
to such domestic sub-custodian, be responsible only for losses arising from its own failure to meet the standard of care set forth in Section 14.1.
14.5 INSOLVENCY AND COUNTRY RISK. The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian
or U.S. sub-custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an “on book” currency, or (c) any loss, cost or expense incurred or sustained by a Customer or Customer
resulting from or caused by Country Risk.
14.6 FORCE MAJEURE AND THIRD PARTY ACTIONS. The Custodian shall be without responsibility or liability
to any Customer or Customer for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any currency or securities market
or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events or
acts; (b) errors by any Customer, its Investment Advisor or any other duly authorized person in their instructions to the Custodian; (c) the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying
Transfer Agent or a domestic sub-custodian designated by a Customer pursuant to Section 2.2; (d) the failure of any Customer, its Investment Advisor, Customer or any duly authorized individual or organization to adhere to the Custodian’s operational
policies and procedures; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent
securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge of registering or transferring securities or
other financial assets in the name of the Custodian, any Customer, any Customer, the Custodian’s sub-custodians, nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to
perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order
of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
14.7 INDIRECT/SPECIAL/CONSEQUENTIAL DAMAGES. Notwithstanding any other provision set forth herein, in no event shall the
Custodian be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether
either party has been advised of the possibility of such damages.
14.8 DELIVERY OF PROPERTY. The Custodian shall not be responsible for any securities or other assets of a Customer which are not received by the
Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by
it pursuant to this Agreement.
14.9 NO INVESTMENT ADVICE. The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Customer
or its Investment Advisor or by a Customer. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Customer and the Investment Advisor or whether
the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for
the suitability or appropriateness of the investments made by a Customer or a Customer or on its behalf.
14.10 COMMUNICATIONS. Subject to Section 14.1, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in
connection with securities or other financial assets of a Customer at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b) the Custodian
receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian
is to take action to exercise the right or power.
14.11 LOANED SECURITIES. Income due to each Customer on securities or other financial assets loaned shall be the responsibility of the applicable
Customer. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide the Customer with such information or data as may be necessary to assist the Customer in arranging for
the timely delivery to the Custodian of the income to which the Customer is entitled, except as may otherwise be mutually agreed to in writing between the Custodian and a Customer.
14.12 TRADE COUNTERPARTIES. A Customer’s receipt of securities or other financial assets from a counterparty in connection with any of its purchase
transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at the Customer’s sole risk, and the Custodian shall not be obligated to make demands on the Customer’s
behalf if the Customer’s counterparty defaults. If a Customer’s counterparty fails to deliver securities, other financial assets or cash, the Custodian will, as its sole responsibility, notify the Customer’s Investment Advisor of the failure within a
reasonable time after the Custodian became aware of the failure.
SECTION 15. COMPENSATION AND INDEMNIFICATION OF CUSTODIAN; SECURITY INTEREST.
SECTION. 15.1 COMPENSATION.The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each
Customer and the Custodian.
SECTION 15.2 INDEMNIFICATION. Each Customer severally and not jointly agrees to indemnify the Custodian and to hold the Custodian harmless from and against any
loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in a manner consistent with the standard of care set forth in Section 14.1, including, without limitation, (a) the
Custodian’s compliance with Proper Instructions and (b) in connection with the provision of services to a Customer pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund,
additions for late payment, interest, penalties and other expenses, that may be assessed against the Customer, the Customer or the Custodian as custodian of the assets of the Customer or the Customer. If a Customer instructs the Custodian to take any
action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Customer being liable therefor, the Customer, as
a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian’s request such further indemnification in an amount and form satisfactory to the Custodian.
SECTION 15.3 SECURITY INTEREST. Each Customer hereby grants to the Custodian, to secure the payment and performance of the Customer’s obligations
under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial assets at any time held for the account of a Customer by or through the
Custodian. The obligations include, without limitation, the Customer’s obligations to reimburse the Custodian if the Custodian or any of its Affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Customer for
any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligence, as well as the Customer’s obligation to compensate the Custodian pursuant to Section
15.1 or indemnify the Custodian pursuant to Section 15.2. Should the Customer fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under
this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Customer’s assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time
decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial
assets remaining will not have sufficient value fully to secure the Customer's payment or reimbursement obligations, whether contingent or otherwise.
SECTION 16. EFFECTIVE PERIOD AND TERMINATION.
SECTION 16.1 TERM. This Agreement shall remain in full force and effect for an initial term of one (1) year from the effective date (the “Initial Term”). After the
expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms. Following the Initial Term, this Agreement may be terminated by the Company upon no less than ninety (90) days’ prior written notice to the
Custodian or by the Custodian upon no less than 180 days’ prior written notice to the applicable Customers.
SECTION 16.2 TERMINATION. Either party may terminate this Agreement as to a Customer: (a) in the event of the other party’s material breach of a material provision
of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within, as applicable: (i) 180 days’ written notice being given by the
Custodian, as the non-breaching party, of the breach, or (i) 60 days’ written notice being given by the Customers, as the non-breaching party, of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the
commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.
SECTION 16.3 PAYMENTS OWING TO THE CUSTODIAN. Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any
Customer, the applicable Customer shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other fees, expenses and charges. In the event of: (a) any Customer's termination of this Agreement with respect to such
Customer in any manner other than as set forth in Section 16.1 or 16.2 or (b) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Customer (or its
respective successor), the applicable Customer shall pay to the Custodian any compensation due through the end of the then-current term (based upon the average monthly compensation previously earned by the Custodian with respect to the Customer) and
shall reimburse the Custodian for its other fees, expenses and charges. Upon receipt of such payment and reimbursement, the Custodian will deliver the Customer’s cash and its securities and other financial assets as set forth in Section 17.
SECTION 16.4 EXCLUSIONS. No full term payment will be required pursuant to clause (b) of Section 16.3 in the event of any transaction consisting of (a) the
liquidation or dissolution of the Company and distribution of the Company’s assets as a result of the Board’s determination in its reasonable business judgment that the Company is no longer viable or that the liquidation is in the best interest of
the Company, (b) a merger of a Company subsidiary into, or the consolidation of a Company subsidiary with, the Company or another Company subsidiary, or (c) the sale by the Company of all or substantially all of its assets to another organization
and, in the case of a transaction referred to in the foregoing clause (b) or (c) the Company provides 90 days’ prior written notice in advance of the closing date of any such transactions.
SECTION 16.5 EFFECT OF TERMINATION. Termination of this Agreement with respect to any one particular Company subsidiary shall in no way affect the
rights and duties under this Agreement with respect to the Company or any other Company subsidiary. Following termination of this Agreement with regard to any Customer, the Custodian shall have no further responsibility to forward information under
Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement.
SECTION 17. SUCCESSOR CUSTODIAN.
SECTION 17.1 SUCCESSOR APPOINTED. If a successor custodian shall be appointed for the Company and its subsidiaries, if any, by their Board, the
Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial
assets of the Customer then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Customer held in a U.S. Securities System or Foreign Securities System or
at the Underlying Transfer Agent.
SECTION 17.2 NO SUCCESSOR APPOINTED. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon
receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Customer in accordance with the Proper Instructions.
SECTION 17.3 NO SUCCESSOR APPOINTED AND NO PROPER INSTRUCTIONS. If no successor
custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined
in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and other financial assets of the Customer then held by the Custodian hereunder, and to transfer to an account of the
bank or trust company all of the securities and other financial assets of the Customer held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this
Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for
the account of the Customer.
SECTION 17.4 REMAINING PROPERTY. If any cash or any securities or other financial assets of the Customer held by the Custodian hereunder remain held
by the Custodian after the termination of this Agreement owing to the failure of the applicable Customer to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds
the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation
and indemnification of the Custodian shall apply in favor of the Custodian during such period.
SECTION 17.5 RESERVES. Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of the
Customer as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Customer secured by a security interest or right of recoupment or setoff in favor of the Custodian.
SECTION 18. REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Customer agree to be bound by the terms of the Remote Access Services
Addendum hereto.
SECTION 19. LOAN SERVICES ADDENDUM. If a Customer directs the Custodian in writing to perform loan services, the Custodian and the Customer will be
bound by the terms of the Loan Services Addendum attached hereto. The Customer shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Customer and the Custodian.
SECTION 20. GENERAL.
SECTION 20.1 GOVERNING LAW. Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be
governed by and construed in accordance with laws of the State of New York, without giving effect to any conflict of laws rules.
SECTION 20.2 [RESERVED]
SECTION 20.3 PRIOR AGREEMENTS; AMENDMENTS. This Agreement supersedes all prior agreements between each Customer and the Custodian
relating to the custody of the Customer’s assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.
SECTION 20.4 ASSIGNMENT; DELEGATION. This Agreement may not be assigned by (a) any Customer without the written consent of the Custodian or (b) the
Custodian without the written consent of each applicable Customer. Notwithstanding the foregoing, the Custodian may assign this Agreement to a successor of all or a substantial portion of its business, or to an Affiliate of the Custodian upon ninety
(90) days’ prior written notice to the Customer. The Custodian shall retain the right to employ its Affiliates to provide or assist it in the provision of any part of the services described herein or the discharge of any other obligations or duties
under this Agreement without the consent or approval of any Customer. The Custodian may employ other agents, subcontractors, consultants and other third parties (each a “Delegate”) to
provide the services stated herein to the Customers upon the prior written consent of the Customers. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate or Affiliate so employed as if
the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates and Affiliates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible
Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, consultants, authorized data sources, suppliers of Custodian’s third party technology, providers of market infrastructure, and other non-affiliated entities that provide
similar assistance to the Custodian in its performance of its duties under this Agreement, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the
Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.
SECTION 20.5 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and
each Customer may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional
provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Customer’s organic record and Prospectus. No interpretive or
additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.
SECTION 20.6 ADDITIONAL COMPANY SUBSIDIARIES. If any subsidiary of the Company in addition to those listed on Appendix A desires the Custodian to render
services as custodian under the terms of this Agreement, such Company subsidiary shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the Company subsidiary shall become a Customer hereunder and be
bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.
SECTION 20.7 THE PARTIES; REPRESENTATIONS AND WARRANTIES. All references in this Agreement to the “Customer” are to
each of the Company or a Company subsidiary thereof listed on Appendix A, and Company subsidiary thereof made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Customer and
the Custodian. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Customer as to which the matter pertains.
20.7.1 CUSTOMER REPRESENTATIONS AND WARRANTIES. Each Customer hereby represents and warrants that (a) it is duly organized and
validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to
authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Customer’s ability to perform its duties and obligations under this Agreement; and
(e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Customer or any law or regulation applicable to it. The Company represents and warrants that is a
closed-end investment company that has filed an election to be treated as a business development company pursuant to the 1940 Act. Each Company subsidiary that is a Customer represents and warrants that it is a wholly-owned subsidiary of the Company.
20.7.2 CUSTODIAN REPRESENTATIONS AND WARRANTIES. The Custodian hereby represents and warrants that (a) it is a trust company, duly
organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize
it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; (e) its
entering 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; and (f) it has and will maintain at least the minimum
qualifications required by Section 17(f)(1) of the 1940 Act to act as custodian of the portfolio securities of each Customer.
SECTION 20.8 NOTICES. Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in
writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
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To any Customer:
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c/o BLACKROCK CAPITAL INVESTMENT ADVISORS, LLC
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0000 00xx Xxxxxx, Xxxxx 0000
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Xxxxx Xxxxxx, Xxxxxxxxxx
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Attention: Xxxx Xxxxxxx
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Telephone 000 000 0000
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WITH A COPY TO
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With a copy to:
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c/o BlackRock, Inc.
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000 Xxxxxxxx Xxxxxxx
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Xxxxxxxxxx, Xxxxxxxx 00000
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Attention: Xxxx Xxxxxxxx
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Telephone No.: 000.000.0000
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c/o BlackRock Capital Investment Advisors, LLC
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0000 00xx Xxxxxx, Xxxxx 0000
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Xxxxx Xxxxxx, Xxxxxxxxxx 00000
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Attention: Xxx Xxxxxxxxx, General Counsel
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Telephone No.: 000.000.0000
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To the Custodian:
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STATE STREET BANK AND TRUST COMPANY
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000 Xxxxxx Xxxxxx, Xxxxx 0
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Xxxxxx, XX 00000
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Attention: Xxxx Xxxxxxxxx
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State Street Alternative Investment Solutions
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Telephone No.: 000-000-0000
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with a copy to:
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STATE STREET BANK AND TRUST COMPANY
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Legal Division – Global Clients
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Xxx Xxxxxxx Xxxxxx
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Xxxxxx, XX 00000
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Attention: Senior Vice President and Senior Managing Counsel
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SECTION 20.9 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken
together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the
parties hereby adopt as original any signatures received in electronically transmitted form.
SECTION 20.10 SEVERABILITY; NO WAIVER. If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party
hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or
remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
SECTION 20.11 CONFIDENTIALITY. All information provided under this Agreement by a party (the “Disclosing Party”)
to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 20.12 below, all confidential
information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and
discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its Affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance
and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently
derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination,
subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents
direct the Custodian or its Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior
written consent of the party providing the information, which consent shall not be unreasonably withheld.
SECTION 20.12 USE OF DATA.
(a) In connection with the provision of the services and the discharge of its other obligations under this
Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its Affiliates) may collect and store information regarding the Customers (“Customer Information”) and share such Customer Information with its Affiliates,
agents, delegates and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between a Customer and the Custodian or any of its Affiliates
and (ii) to carry out the internal management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance.
(b) Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the
confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section
20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.
SECTION 20.13 DATA PRIVACY. The Custodian will implement and maintain a written information security program that contains appropriate
security measures to safeguard the personal information of the Customers’ shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services
hereunder. The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone number plus
(i) Social Security number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s
account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account. The term does not include information that is lawfully obtained from publicly available information, or from federal,
state or local government records lawfully made available to the general public.
SECTION 20.14 LIMITATION ON LIABILITY OF DIRECTORS. Notice is hereby given that this
Agreement is not executed on behalf of any directors of any Customer as individuals, and the obligations of this Agreement are not binding on any of the directors, officers, or shareholders of any Customer individually, but are binding only upon the
property of each Customer. In relation to each Customer which is a business trust, this Agreement is executed and made by the Trustees of the Customer not individually, but as trustees under the Declarations of Trust of the Customer and the
obligations of this Agreement are not binding upon any of such Trustees or upon any of the shareholders of the Customer individually, but bind only the trust estate of the Customer. The Custodian agrees that no shareholder, director or officer of any
Customer may be held personally liable or responsible for any obligations of any Customer arising out of this Agreement.
SECTION 20.15 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or
not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 20.16 REGULATION GG. Each Customer represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in
Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Customer is hereby notified that “restricted transactions,” as such term is
defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.
SECTION 20.17 SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires banks that hold securities, as that term is used in
federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly
objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Customer to indicate whether it authorizes the Custodian to provide such Customer’s name, address, and share position to
requesting companies whose securities the Customer owns. If a Customer tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Customer tells the Custodian “yes” or does not check either “yes” or “no”
below, the Custodian is required by the rule, as applicable, to treat the Customer as consenting to disclosure of this information for all securities owned by the Customer or any funds or accounts established by the Customer. For a Customer’s
protection, the Rule, as applicable, prohibits the requesting company from using the Customer’s name and address for any purpose other than corporate communications. Please indicate below whether the Customer consents or objects by checking one of
the alternatives below.
| YES ☐ |
The Custodian is authorized to release the Customer’s name, address, and share positions.
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| NO ☒ |
The Custodian is not authorized to release the Customer’s name, address, and share positions.
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[Remainder of the page intentionally left blank]
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed in its name and behalf by its duly authorized representative under seal as of the date first above-written.
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By:
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/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: Chief Financial Officer
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STATE STREET BANK AND TRUST COMPANY
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By:
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/s/ Xxxx Xxxxxxxxx
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Name: Xxxx Xxxxxxxxx
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Title: Senior Managing Director
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