Common use of Proper Instructions Clause in Contracts

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary.

Proper Instructions. “Proper Instructions,” " as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “"Authorized Persons List,” " as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “"Client Originated Electronic Financial Instruction,” " as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “"Authorized Person’") who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "“Written Proper Instruction"”), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "“Authorized Persons List," ” which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) The Company will give written notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures (whether manual, facsimile, pdf or other electronic signature) of the individuals persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person’”) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described thereinwhich notice shall be signed (whether manual, and (bfacsimile, pdf or other electronic signature) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate previously certified to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a FundCustodian. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List the identity and authority of such persons until it actually receives written notice from the Board an Authorized Person of the applicable Fund Company to the contrary. The initial Authorized Persons are set forth on Schedule A attached hereto and made a part hereof (as such Schedule A may be modified from time to time by written notice from the Company to the Custodian). The Custodian shall be entitled to accept and act upon Proper Instructions sent by unsecured email, facsimile transmission or other similar unsecured electronic methods. If such person on behalf of the Company (or the Investment Manager on its behalf) elects to give the Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Company hereby authorizes and directs the Custodian to accept, rely and act upon instruction from the Investment Manager, acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize and act upon the instruction of the Investment Manager, acting alone, on behalf and in the stead of the Company for all purposes hereunder; provided that such authorization and direction may be revoked at any time by an Authorized Person who is an officer of the Company. (b) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions. (c) The Company hereby authorizes the Custodian to accept, rely and act upon Proper Instructions from the Investment Manager acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize and act upon the Proper Instructions of the Investment Manager, acting alone, on behalf and in the stead of the Company for all purposes hereunder (and each reference in this Agreement to the Company shall be deemed to include and to apply to the Investment Manager). (d) The Company hereby directs the Custodian to accept instructions sent pursuant to secure financial messaging services provided by SWIFT (“SWIFT Transmissions”) as Proper Instructions for all purposes hereunder. The Company instructs the Custodian to accept and process SWIFT Transmissions initiated by the Company (or the Advisor on its behalf) to the same extent that written wire transfer instructions are accepted and processed by the Custodian. The Custodian may conclusively rely on SWIFT Transmissions to release payments as instructed, subject to any verification of information as requested by the Custodian, including the call back process to an individual designated by the Company as authorized to provide such verification. The Custodian may also request, and the Company will provide, an additional signed direction (whether by manual, facsimile, .pdf or other electronic signature) in order for the Custodian to make such payment in connection with any SWIFT Transmission. For purposes of compliance with any incumbency certificate of the Company, all instructions received by the Custodian through the methodology described herein shall be deemed in compliance with the procedures outlined therein (to the extent applicable).

Proper Instructions. “Proper Instructions,” " as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “"Authorized Persons List,” " as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “"Client Originated Electronic Financial Instruction,” " as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “"Authorized Person’") who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary.Proper

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures of the individuals persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person’”) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to which notice shall be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given signed by an Authorized Person or Persons (as appropriate previously certified to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a FundCustodian. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List the identity and authority of such persons until it actually receives written notice from the Board an Authorized Person of the applicable Fund Company to the contrary. The initial Authorized Persons are set forth on Schedule B attached hereto and made a part hereof (as such Schedule B may be modified from time to time by written notice from the Company to the Custodian). If such person elects to give the Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties. (b) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.

Proper Instructions. “On each day that the Custodian shall compute the net asset value per share of the Fund, the Custodian shall provide the Fund with written reports which permit the Fund to verify that portfolio transactions have been recorded in accordance with the Fund's instructions. In computing the net asset value, the Custodian may rely upon any information furnished by Proper Instructions,” as such term is used throughout this Agreement, means either including without limitation any information (i) a writing, including a facsimile transmission, signed as to accrual of liabilities of the Fund and as to liabilities of the Fund not appearing on the books of account kept by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction")the Custodian, (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in to the Data Access Services Addendum heretoexistence, given in accordance with status and proper treatment of reserves, if any, authorized by the terms of such AddendumFund, or (iii) instructions received by as to the Custodian from a third party sources of quotations to be used in accordance with any three-party agreement which requires a segregated computing the net asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List)value, including a specific statement of the purpose for which such action is requestedthose listed in Appendix C hereto, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (aiv) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect as to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian fair value to be able assigned to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, any securities or other assets for which price quotations are not readily available, and (v) as to the sources of a information with respect to "corporate actions" affecting portfolio securities of the Fund, including those listed in Appendix C. (Information as to "corporate actions" shall include information as to dividends, distributions, stock splits, stock dividends, rights offerings, conversions, exchanges, recapitalizations, mergers, redemptions, calls, maturity dates and similar transactions, including the ex- and record dates and the amounts or other terms thereof.) In like manner, the Custodian shall compute and determine the net asset value as of such other times as the Board of Directors of the Fund, or any valuation committee thereof, from time to time may reasonably request. The Custodian shall be entitled held to the standard of care set forth in Article V with respect to the performance of its responsibilities under this Article VI. The parties hereto acknowledge, however, that the Custodian's causing an error or delay in the determination of net asset value may, but does not in and of itself, constitute negligence, gross negligence or reckless or willful misconduct. The Custodian's liability for any such negligence, gross negligence or reckless or willful misconduct which results in an error in determination of such net asset value shall be limited to the direct, out-of-pocket loss the Fund, shareholder or former shareholder shall actually incur, measured by the difference between the actual and the erroneously computed net asset value, and any expenses incurred by the Fund in connection with correcting the records of the Fund affected by such error (including charges made by the Fund's registrar and transfer agent for making such corrections), communicating with shareholders or former shareholders of the Fund affected by such error or responding to or defending against any inquiry or proceeding with respect to such error made or initiated by the SEC or other regulatory or self-regulatory body. Without limiting the foregoing, the Custodian shall not be held accountable or liable to the Fund, any shareholder or former shareholder thereof or any other person for any delays or Losses any of them may suffer or incur resulting from (A) the Custodian's failure to receive timely and suitable notification concerning quotations or corporate actions relating to or affecting securities of the Fund or (B) any errors in the computation of the net asset value based upon or arising out of quotations or information as to corporate actions if received by the Custodian either (1) from a source which the Custodian was authorized pursuant to the second paragraph of this section 6.5 to rely upon, or (2) from a source which in the Custodian's reasonable judgment was as reliable a source for such quotations or information as the sources authorized pursuant to that paragraph. Nevertheless, the Custodian will use its best judgment in determining whether to verify through other sources any information it has received as to quotations or corporate actions if the Custodian has reason to believe that any such information might be incorrect. In the event of any error or delay in the determination of such net asset value for which the Custodian may be liable, the Fund and the Custodian will consult and make good faith efforts to reach agreement on what actions should be taken in order to mitigate any Losses suffered by the Fund or its present or former shareholders, in order that the Custodian's exposure to liability shall be reduced to the extent possible after taking into account all relevant factors and alternatives. Such actions might include the Fund or the Custodian taking reasonable steps to collect from any shareholder or former shareholder who has received any overpayment upon instructions given redemption of shares such overpaid amount or to collect from any shareholder who has underpaid upon a purchase of shares the amount of such underpayment or to reduce the number of shares issued to such shareholder. It is understood that in accordance with an Authorized Persons List until attempting to reach agreement on the actions to be taken or the amount of the loss which should appropriately be borne by the Custodian, the Fund and the Custodian will consider such relevant factors as the amount of the loss involved, the Fund's desire to avoid loss of shareholder good will, the fact that other persons or entities could have reasonably expected to have detected the error sooner than the time it was actually receives discovered, the appropriateness of limiting or eliminating the benefit which shareholders or former shareholders might have obtained by reason of the error, and the possibility that other parties providing services to the Fund might be induced to absorb a portion of the loss incurred. Upon written notice from the Board of the applicable Fund to the contraryCustodian, the Custodian's responsibilities under this Section 6.5 shall terminate, but this Agreement shall otherwise continue in full force and effect. Upon such termination, the fee schedule provided for under Article VII hereof shall be adjusted by the parties in such manner as they may agree, and the Custodian will transfer such of the Fund's books and records, and provide such other reasonable cooperation, as the Fund may request in connection with the transfer of such responsibilities.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreementwhich may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian from a third party Fund, its Investment Advisor, or a person or entity duly authorized by either of them. Such instructions may be in accordance with writing signed by the authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any three-party agreement security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which requires a segregated asset account in accordance with Section 2.11are hereby agreed to. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requestedThe Custodian may agree to accept oral instructions, and any modification to a Written Proper Instruction must itself in such case oral instructions will be a Written Proper Instruction and subject to all the provisions herein relating to Written considered Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian cause all oral instructions to be able to act confirmed in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundwriting. The Custodian shall be entitled conclusively to rely and act upon instructions given in accordance with an Authorized Persons List Proper Instructions until it actually receives written the Custodian has received notice of any change from the Board Fund and has had a reasonable time to implement such change. The Custodian may act on a Proper Instruction if it reasonably believes 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 and/or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund. 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 such 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 such 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. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such 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.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures of the individuals persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person’”) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to which notice shall be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given signed by an Authorized Person or Persons (as appropriate previously certified to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a FundCustodian. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List the identity and authority of such persons until it actually receives written notice from the Board an Authorized Person of the applicable Fund Company to the contrary. The initial Authorized Persons are set forth on Schedule B attached hereto and made a part hereof (as such Schedule B may be modified from time to time by written notice from the Company to the Custodian); and the Company hereby represents and warrants that the true and accurate specimen signatures of such initial Authorized Persons are set forth on the “funds transfer authorization” documentation that has been provided separately to the Custodian by the Company. If such person elects to give the Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties. (b) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreementwhich may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian from the Fund, the Fund’s duly authorized investment manager or investment adviser, or a third party person or entity duly authorized by either of them. Such instructions may be in accordance with any threewriting signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification time to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide time by the Custodian with an "Authorized Persons List," which list shall set forth (aand the person(s) or entity giving such instruction, provided that the names of the individuals (each an “Authorized Person’) who are authorized Fund has followed any security procedures agreed to from time to time by the Board to give Written Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Proper Instructions with respect in the form of oral communications shall be confirmed by the Fund by tested communications or in writing , but the lack of such confirmation shall in no way affect any action taken by the Custodian in reliance upon such oral instructions prior to the transactions described therein, and (b) the number Custodian’s receipt of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to such confirmation. Oral instructions will be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as considered Proper Instructions if the Custodian reasonably believes such instructions them to have been given by an Authorized Person or Persons (as appropriate a person authorized to the type of transaction); provided, however, that in no event will provide such instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundtransaction involved; the Fund shall cause all oral instructions to be confirmed in writing. The Custodian shall be entitled to rely and act upon instructions given in accordance with an Authorized Persons List Proper Instructions until it actually receives written the Custodian has received notice of any change from the Board Fund and has had a reasonable time to implement such change. The Custodian may act on a Proper Instruction if it reasonably believes 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 and/or authentication of Proper Instructions. Other than as set forth in this Agreement, in the absence of Proper Instructions authorizing a transaction, the Custodian shall have no power or authority to withdraw, deliver, assign, hypothecate, pledge or otherwise dispose of any such securities, investments or cash except in accord with the express terms of this Agreement. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Fund shall deliver to the Custodian, duly certified by the Fund’s Treasurer or Assistant Treasurer, a certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the applicable Fund Fund. Such 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 notice to the contrary.

Proper Instructions. “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) Contract shall mean instructions received by the Custodian from a third party Fund, a Fund’s duly authorized transfer agent, investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in accordance writing signed by the authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any threemulti-party agreement which requires a segregated asset account in accordance with Section 2.112.10 hereof. Each Written Concurrently with the execution of this Contract, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Fund’s Treasurer or Assistant Treasurer, a certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instruction shall Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, therein and any modification shall be considered to a Written Proper Instruction must itself be a Written Proper Instruction in full force and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide effect until receipt by the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund similar certificate to the contrary.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) The Company will give written notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures (whether manual, facsimile, pdf or other electronic signature) of the individuals persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person’”) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described thereinwhich notice shall be signed (whether manual, and (bfacsimile, pdf or other electronic signature) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate previously certified to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a FundCustodian. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List the identity and authority of such persons until it actually receives written notice from the Board an Authorized Person of the applicable Fund Company to the contrary. The initial Authorized Persons are set forth on Schedule A attached hereto and made a part hereof (as such Schedule A may be modified from time to time by written notice from the Company to the Custodian). The Custodian shall be entitled to accept and act upon Proper Instructions sent by unsecured email, facsimile transmission or other similar unsecured electronic methods. If such person on behalf of the Company (or the Investment Adviser on its behalf) elects to give the Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Company hereby authorizes and directs the Custodian to accept, rely and act upon instruction from the Investment Adviser, acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize and act upon the instruction of the Investment Adviser, acting alone, on behalf and in the stead of the Company for all purposes hereunder; provided that such authorization and direction may be revoked at any time by an Authorized Person who is an officer of the Company. (b) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.

Proper Instructions. “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) Agreement shall mean instructions received by the Custodian from a third party Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in accordance writing signed by the authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any threemulti-party agreement which requires a segregated asset account in accordance with Section 2.112.9 hereof. Each Written Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instruction shall set forth a brief description Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, Fund. Such certificate may be accepted and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide conclusively relied upon by the Custodian with an "Authorized Persons List," which list and shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized be considered to be in full force and effect until receipt by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund similar certificate to the contrary.

Proper Instructions. “Proper Instructions,” as such term is used throughout For purposes of this Agreement, means either "Proper Instructions" shall mean (i) a writinginstructions regarding the purchase or sale of securities for the portfolio of the Fund, including a facsimile transmissionand payments and deliveries in connection therewith, given by an Authorized Person as designated in an Officers' Certificate, such instructions to be given in such form and manner as the Bank and the Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed or initialled by such one or more persons from time to time designated in an Officers' Certificate as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are having been authorized by the Board Trustees of the Fund. Oral instructions given by a person whom the Bank reasonably believes to be authorized to give Written Proper Instructions such instructions with respect to the transactions described thereintransaction involved will be considered Proper Instructions only if the Bank receives written instructions (which may be sent by telecopier) confirming such oral instructions, and (b) provided however that if the number Bank is notified by an Authorized Person of Authorized Persons whose signature the Fund that the Fund is unable to promptly confirm such oral instructions in writing, then the Bank may act upon receipt of a second oral instruction confirming such prior oral instruction. The Bank shall compare the original oral instruction with any confirmatory written or approvaloral instruction, as the case may be, and shall report any discrepancy to the Fund immediately, and the Bank shall be responsible for any expense incurred in taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, to the extent such expense is caused by the unreasonable delay of the Bank in reporting such discrepancy to the Fund. Except as provided in the preceeding sentence, the Fund shall be responsible, at the Fund's expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. The Bank shall act upon and comply with any subsequent Proper Instructions which modifies a prior Proper Instruction. Upon receipt of an Officers' Certificate as to the authorization by the Trustees of the Fund accompanied by a detailed description of procedures approved by the Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provide that the Trustees and the Bank are satisfied that such procedures afford adequate safeguards for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary's assets.

Proper Instructions. “Proper Instructions,” as such term is used throughout For purposes of this Agreement, means either "Proper Instructions" shall mean (i) a writinginstructions regarding the purchase or sale of securities for the portfolio of the Fund, including a facsimile transmissionand payments and deliveries in connection therewith, given by an Authorized Person as designated in an Officers' Certificate, such instructions to be given in such form and manner as the Bank and the Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed or initialled by such one or more persons from time to time designated in an Officers' Certificate as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are having been authorized by the Board Directors of the Fund. Oral instructions given by a person whom the Bank reasonably believes to be authorized to give Written Proper Instructions such instructions with respect to the transactions described thereintransaction involved will be considered Proper Instructions only if the Bank receives written instructions on Value Line Stationery (which may be sent by telecopier) confirming such oral instructions, and (b) provided however that if the number Bank is notified by an Authorized Person of Authorized Persons whose signature the Fund that the Fund is unable to promptly confirm such oral instructions in writing, then the Bank may act upon receipt of a second oral instruction from the Chairman of the Board or approvalSecretary confirming such prior oral instruction. The Bank shall compare the original oral instruction with any confirmatory written or oral instruction, as the case may be, and shall report any discrepancy to the Fund immediately, and the Bank shall be responsible for any expense incurred in taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, to the extent such expense is caused by the unreasonable delay of the Bank in reporting such discrepancy to the Fund. Except as provided in the preceeding sentence, the Fund shall be responsible, at the Fund's expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. The Bank shall act upon and comply with any subsequent Proper Instructions which modifies a prior Proper Instruction. Upon receipt of an Officers' Certificate as to the authorization by the Directors of the Fund accompanied by a detailed description of procedures approved by the Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provide that the Directors and the Bank are satisfied that such procedures afford adequate safeguards for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary's assets.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreementwhich may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian from the Fund, its Investment Advisor, or a third party person or entity duly authorized by either of them. Such instructions may be in accordance with writing signed by the authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any three-party agreement security procedures agreed to from time to time by the Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which requires a segregated asset account in accordance with Section 2.11are hereby agreed to. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requestedThe Custodian may agree to accept oral instructions, and any modification to a Written Proper Instruction must itself in such case oral instructions will be a Written Proper Instruction and subject to all the provisions herein relating to Written considered Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian cause all oral instructions to be able to act confirmed in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundwriting. The Custodian shall be entitled conclusively to rely and act upon instructions given in accordance with an Authorized Persons List Proper Instructions until it actually receives written the Custodian has received notice of any change from the Board Fund and has had a reasonable time to implement such change. The Custodian may act on a Proper Instruction if it reasonably believes 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 and/or authentication of Proper Instructions, provided the Custodian shall be acting within the standard of care set forth in Section 16. 1. The Custodian may rely upon and shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund. 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 such efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction) provided that the Custodian has acted within the standard of care set forth in Section 16.1. 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 such 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 provided that the Custodian has acted within the standard of care set forth in Section 16.1. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such 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.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) The Company will give written notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures (whether manual, facsimile, pdf or other electronic signature) of the individuals persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person’”) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described thereinwhich notice shall be signed (whether manual, and (bfacsimile, pdf or other electronic signature) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate previously certified to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a FundCustodian. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List the identity and authority of such persons until it actually receives written notice from the Board an Authorized Person of the applicable Fund Company to the contrary. The initial Authorized Persons are set forth on Schedule A attached hereto and made a part hereof (as such Schedule A may be modified from time to time by written notice from the Company to the Custodian). The Custodian shall be entitled to accept and act upon Proper Instructions sent by unsecured email, facsimile transmission or other similar unsecured electronic methods. If such person on behalf of the Company (or the Investment Adviser on its behalf) elects to give the Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Company hereby authorizes and directs the Custodian to accept, rely and act upon instruction from the Investment Adviser, acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize and act upon the instruction of the Investment Adviser, acting alone, on behalf and in the stead of the Company for all purposes hereunder; provided that such authorization and direction may be revoked at any time by an Authorized Person who is an officer of the Company. (b) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions. (c) Reserved. (d) The Company hereby agrees that directions given by it pursuant to secure financial messaging services provided by SWIFT (“SWIFT Transmissions”) are deemed to Proper Instructions for all purposes hereunder. The Company instructs the Custodian to accept and record SWIFT Transmissions initiated by the Company (or the Advisor on its behalf) to the same extent that written wire transfer instructions are accepted and processed by the Custodian. The Custodian may conclusively rely on SWIFT Transmissions and the Custodian shall be entitled to and the Company agrees to provide any verification of information as requested by the Custodian, including the call back process to an individual designated by the Company as authorized to provide such verification. The Custodian may also request, and the Company will provide, an additional signed direction (whether by manual, facsimile, .pdf or other electronic signature) in connection with any SWIFT Transmission. For purposes of compliance with any incumbency certificate of the Company, all instructions received by the Custodian through the methodology described herein shall be deemed in compliance with the procedures outlined therein (to the extent applicable).

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) The Company will give written notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures (whether manual, facsimile, pdf or other electronic signature) of the individuals persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person’”) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described thereinwhich notice shall be signed (whether manual, and (bfacsimile, pdf or other electronic signature) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate previously certified to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a FundCustodian. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List the identity and authority of such persons until it actually receives written notice from the Board an Authorized Person of the applicable Fund Company to the contrary. The initial Authorized Persons are set forth on Schedule A attached hereto and made a part hereof (as such Schedule A may be modified from time to time by written notice from the Company to the Custodian). The Custodian shall be entitled to accept and act upon Proper Instructions sent by unsecured email, facsimile transmission or other similar unsecured electronic methods. If such person on behalf of the Company (or the Investment Adviser on its behalf) elects to give the Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Company hereby authorizes and directs the Custodian to accept, rely and act upon instruction from the Investment Adviser, acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize and act upon the instruction of the Investment Adviser, acting alone, on behalf and in the stead of the Company for all purposes hereunder; provided that such authorization and direction may be revoked at any time by an Authorized Person who is an officer of the Company. (b) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions. (c) The Company hereby agrees that directions given by it pursuant to secure financial messaging services provided by SWIFT (“SWIFT Transmissions”) are deemed to Proper Instructions for all purposes hereunder. The Company instructs the Custodian to accept and record SWIFT Transmissions initiated by the Company to the same extent that written wire transfer instructions are accepted and processed by the Custodian. The Custodian may conclusively rely on SWIFT Transmissions and the Custodian shall be entitled to and the Company agrees to provide any verification of information as requested by the Custodian, including the call-back process to an individual designated by the Company as authorized to provide such verification. The Custodian may also request, and the Company will provide, an additional signed direction (whether by manual, facsimile, .pdf or other electronic signature) in connection with any SWIFT Transmission. For purposes of compliance with any incumbency certificate of the Company, all instructions received by the Custodian through the methodology described herein shall be deemed in compliance with the procedures outlined therein (to the extent applicable).

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement" which may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian from the Fund, its Investment Advisor, or a third party person or entity duly authorized by either of them. Such instructions may be in accordance with writing signed by the authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any three-party agreement security procedures agreed to from time to time by the Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which requires a segregated asset account in accordance with Section 2.11are hereby agreed to. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requestedThe Custodian may agree to accept oral instructions, and any modification to a Written Proper Instruction must itself in such case oral instructions will be a Written Proper Instruction and subject to all the provisions herein relating to Written considered Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian cause all oral instructions to be able to act confirmed in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundwriting. The Custodian shall be entitled conclusively to rely and act upon instructions given in accordance with an Authorized Persons List Proper Instructions until it actually receives written the Custodian has received notice of any change from the Board Fund and has had a reasonable time to implement such change. The Custodian may act on a Proper Instruction if it reasonably believes 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 and/or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund. 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 such 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 such 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. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Fund shall deliver to the Custodian an officer's certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such ce1tificate 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.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreementwhich may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian from the Fund, its Investment Advisor, or a third party person or entity duly authorized by either of them. Such instructions may be in accordance with writing signed by the authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any three-party agreement security procedures agreed to from time to time by the Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which requires a segregated asset account in accordance with Section 2.11are hereby agreed to. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requestedThe Custodian may agree to accept oral instructions, and any modification to a Written Proper Instruction must itself in such case oral instructions will be a Written Proper Instruction and subject to all the provisions herein relating to Written considered Proper Instructions. The Fund will provide shall cause all oral instructions to be confirmed in writing. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian with an "Authorized Persons List," which list shall set forth (a) has received notice of any change from the names of the individuals (each an “Authorized Person’) who are authorized by the Board Fund and has had a reasonable time to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with implement such Written Proper Instructions with respect to a particular type of transactionchange. The Custodian may accept oral instructions or instructions delivered via electronic mail as act on a Proper Instruction if it reasonably believes it contains sufficient information, and may refrain from acting on any Proper Instructions if until such time that it has determined, in its sole discretion, that is has received any required clarification and/or authentication of Proper Instructions. If the Custodian reasonably believes such instructions determines, in its sole discretion, that a Proper Instruction does not contain sufficient information, the Custodian shall make reasonable efforts to have been given by an Authorized Person obtain clarification or Persons (as appropriate to the type of transaction)additional information within a reasonable time; provided, however, that in no event if the Custodian has acted with reasonable care the Custodian’s failure to promptly obtain such clarification or additional information will instructions delivered orally or via electronic mail be considered Proper Instructions with respect not give rise to transactions involving the movement of cash, securities or other assets of a Fundany liability hereunder. The Custodian may rely upon and shall be entitled protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it in good faith to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board be genuine and to have been properly executed by or on behalf of the applicable Fund. 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 such 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 such 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. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such 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.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (ia) a writing, including a facsimile transmission, signed by one Any instruction or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in direction delivered to the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Document Custodian from a third party the Company or the Collateral Agent shall be in accordance with any three-party agreement which requires a segregated asset account writing and executed by an Authorized Representative and shall be delivered in accordance with Section 2.1113 hereof. Each Written The Document Custodian, the Company and the Collateral Agent may agree from time to time to accept other forms of instruction or direction. Any such instruction or direction delivered pursuant to this Section 8(a) shall be considered “Proper Instruction shall set forth a brief description Instructions.” (b) Any of the type persons whose signatures and titles appear on Exhibit A (an “Authorized Representative”) is authorized, acting singly, to act for, the Company or the Collateral Agent, as applicable, under this Agreement. The specimen signature for each such Authorized Representative of transaction involved (choosing from among the types of transactions Collateral Agent and the Company initially authorized hereunder is set forth on Exhibit A. From time to time, the Authorized Persons List)Collateral Agent and the Company may, including by delivering to the other a specific statement revised exhibit, change the information previously given, but each of the purpose for which such action is requested, and any modification parties hereto shall be entitled to rely conclusively on the then current Exhibit until receipt of a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. superseding exhibit. (c) The Fund will provide the Document Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able have no obligation to act in accordance with such Written Proper Instructions purported instructions to the extent that they conflict with respect to a particular type of transactionapplicable law or regulations. The Document Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions. (d) If, in performing its duties under this Agreement, the Document Custodian is required to decide between alternative courses of action, the Document Custodian may accept oral (but shall not be obliged to) request written instructions from the Company (prior to the Effective Time) or instructions delivered via electronic mail the Collateral Agent as Proper Instructions if to the course of action desired by the Company or the Collateral Agent, as applicable. If the Document Custodian reasonably believes does not receive such instructions to have been given by an Authorized Person within two (2) Business Days after it has requested them, the Document Custodian may, but shall be under no duty to, take or Persons (as appropriate to the type refrain from taking any such courses of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundaction. The Document Custodian shall be entitled to rely upon instructions given act in accordance with an Authorized Persons List until it actually receives written notice instructions received from the Board Company or the Collateral Agent, as applicable, in response to such request after such two Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. (e) If the Company or the Collateral Agent elects to give the Document Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Document Custodian in its discretion elects to act upon such instructions, the Document Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Document Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Document Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the applicable Fund use of such electronic methods to submit instructions and directions to the contraryDocument Custodian, including without limitation the risk of the Document Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures (whether manual, facsimile, PDF or other electronic signature) of the individuals persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person’”) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described thereinwhich notice shall be signed (whether manual, and (bfacsimile, PDF or other electronic signature) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate previously certified to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a FundCustodian. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List the identity and authority of such persons until it actually receives written notice from the Board an Authorized Person of the applicable Fund Company to the contrary. The initial Authorized Persons are set forth on Schedule B attached hereto and made a part hereof (as such Schedule B may be modified from time to time by written notice from the Company to the Custodian). The Custodian shall be entitled to accept and act upon Proper Instructions sent by unsecured email, facsimile transmission or other similar unsecured electronic methods. If such person on behalf of the Company elects to give the Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions, and the risk of interception and misuse by third parties, and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. (b) The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement" which may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian from the Fund, its Investment Advisor, or a third party person or entity duly authorized by either of them. Such instructions may be in accordance writing signed by the authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. The Custodian may agree to accept oral instructions if it reasonably believes them to have been given by a duly authorized person with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of respect to the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requestedinvolved, and any modification to a Written Proper Instruction must itself in such case oral instructions will be a Written Proper Instruction and subject to all the provisions herein relating to Written considered Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian cause all oral instructions to be able to act confirmed in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundwriting. The Custodian shall be entitled conclusively to rely and act upon instructions given in accordance with an Authorized Persons List Proper Instructions until it actually receives written the Custodian has received notice of any change from the Board Fund and has had a reasonable time to implement such change. The Custodian may act on a Proper Instruction if it reasonably believes 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 and/or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund. 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 such 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 such 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. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Fund shall deliver to the Custodian an officer's certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such 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.

Proper Instructions. “Proper Instructions,” as such term is used throughout For purposes of this Agreement, means either "Proper Instructions" shall mean (i) a writinginstructions regarding the purchase or sale of securities for the portfolio of the Fund, including a facsimile transmissionand payments and deliveries in connection therewith, given by an Authorized Person as designated in an Officers' Certificate, such instructions to be given in such form and manner as the Bank and the Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed or initialled by such one or more persons from time to time designated in an Officers' Certificate as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are having been authorized by the Board Directors of the Fund. Oral instructions given by a person whom the Bank reasonably believes to be authorized to give Written Proper Instructions such instructions with respect to the transactions described thereintransaction involved will be considered Proper Instruction only if the Bank receives written instructions (which may be sent by telecopier) confirming such oral instructions, and (b) provided however that if the number Bank is notified by an Authorized Person of Authorized Persons whose signature the Fund that the Fund is unable to promptly confirm such oral instructions in writing, then the Bank may act upon receipt of a second oral instruction confirming such prior oral instruction. The Bank shall compare the original oral instruction with any confirmatory written or approvaloral instruction, as the case may be, and shall report any discrepancy to the Fund immediately, and the Bank shall be responsible for any expense incurred in taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, to the extent such expense is caused by the unreasonable delay of the Bank in reporting such discrepancy to the Fund. Except as provided in the preceeding sentence, the Fund shall be responsible, at the Fund's expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. The Bank shall act upon and comply with any subsequent Proper Instructions which modifies a prior Proper Instruction. Upon receipt of an Officers' Certificate as to the authorization by the Directors of the Fund accompanied by a detailed description of procedures approved by the Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provide that the Directors and the Bank are satisfied that such procedures afford adequate safeguards for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary's assets.

Proper Instructions. “Proper Instructions,” as such term is used throughout For purposes of this Agreement, means either "Proper Instructions" shall mean (i) a writinginstructions regarding the purchase or sale of securities for the portfolio of the Fund, including a facsimile transmissionand payments and deliveries in connection therewith, given by an Authorized Person as designated in an Officers' Certificate, such instructions to be given in such form and manner as the Bank and the Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed or initialled by such one or more persons from time to time designated in an Officers' Certificate as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are having been authorized by the Board Directors of the Fund. Oral instructions given by a person whom the Bank reasonably believes to be authorized to give Written Proper Instructions such instructions with respect to the transactions described thereintransaction involved will be considered Proper Instructions only if the Bank receives written instructions (which may be sent by telecopier) confirming such oral instructions, and (b) provided however that if the number Bank is notified by an Authorized person of Authorized Persons whose signature the Fund that the Fund is unable to promptly confirm such oral instructions in writing, then the Bank may act upon receipt of a second oral instruction confirming such prior oral instruction. The Bank shall compare the original oral instruction with any confirmatory written or approvaloral instruction, as the case may be, and shall report any discrepancy to the Fund immediately, and the Bank shall be responsible for any expense incurred in taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, to the extent such expense is caused by the unreasonable delay of the Bank in reporting such discrepancy to the Fund. Except as provided in the proceeding sentence, the Fund shall be responsible, at the Fund's expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the fund, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. The Bank shall act upon and comply with any subsequent Proper Instructions which modifies a prior Proper Instruction. Upon receipt of an Officers' Certificate as to the authorization by the Directors of the Fund accompanied by a detailed description of procedures approved by the Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provide that the Directors and the Bank are satisfied that such procedures afford adequate safeguards for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary's assets.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreementwhich may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian from a third party the Sponsor, Wilmington Trust, National Association, as investment advisor to the Funds or any successor investment advisor designated in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description writing to the Custodian by the Sponsor (the “Investment Advisor”), the Transfer Agent, the administrator of the type of transaction involved Funds designated by the Sponsor (choosing from among the types of transactions set forth on the Authorized Persons List“Administrator”), including or a specific statement person or entity duly authorized by any of them. Such instructions may be in writing signed by the purpose for authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which such action is requestedare hereby agreed to. The Custodian may agree to accept oral instructions, and any modification to a Written Proper Instruction must itself in such case oral instructions will be a Written Proper Instruction and subject to all the provisions herein relating to Written considered Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian cause all oral instructions to be able to act confirmed in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundwriting. The Custodian shall be entitled conclusively to rely and act upon instructions given in accordance with an Authorized Persons List Proper Instructions until it actually receives written the Custodian has received notice of any change from the Board Fund and has had a reasonable time to implement such change. The Custodian may act on a Proper Instruction if it reasonably believes 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 and/or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund. 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 such 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 such 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. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Fund shall deliver to the Custodian a certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such 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.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement" which may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian from a third party Fund, its Investment Advisor, or a person or entity duly authorized by either of them. Such instructions may be in accordance with writing signed by the authorized person or persons 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 from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any three-party agreement security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which requires are hereby agreed to. The Custodian may agree to accept oral instructions if the Custodian in good faith believes them to have been given by a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which person authorized to provide such action is requestedinstructions, and any modification to a Written Proper Instruction must itself in such case oral instructions will be a Written Proper Instruction and subject to all the provisions herein relating to Written considered Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian cause all oral instructions to be able to act confirmed in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundwriting. The Custodian shall be entitled conclusively to rely and act upon instructions given in accordance with an Authorized Persons List Proper Instructions until it actually receives written the Custodian has received notice of any change from the Board Fund and has had a reasonable time to implement such change. The Custodian may act on a Proper Instruction if it reasonably believes 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 and/or authentication of Proper Instructions. The Custodian may rely upon and shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund Fund. 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 such efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the contraryprior 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 such 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. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer's certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. Such 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 superceding in whole or in part any previously delivered certificate.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreementwhich may also be standing instructions, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) shall mean instructions received by the Custodian Transfer Agent from the Fund, the Trust, its Investment Advisor, or a third party person or entity duly authorized by either of them. Such instructions may be in accordance with writing signed by the authorized person or persons 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 from time to time by the Transfer Agent and the person(s) or entity giving such instruction, provided that the Fund has followed any three-party agreement which requires security procedures agreed to from time to time by the Fund and the Transfer Agent including, but not limited to, the security procedures selected by the Fund. The Transfer Agent may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. the Fund shall cause all oral instructions to be confirmed in writing. The Transfer Agent shall be entitled conclusively to rely and act upon Proper Instructions until the Transfer Agent has received notice of any change from the Fund and has had a segregated asset account in accordance with Section 2.11reasonable time to implement such change. Each Written The Transfer Agent may act on a Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requestedif it reasonably believes it contains sufficient information, and may refrain from acting on any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Instructions until such time that it has determined, in its sole discretion, that is has received any required clarification and/or authentication of Proper Instructions. The Transfer Agent may rely upon and shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed by or on behalf of the Fund. If the Transfer Agent 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 Transfer Agent will use good faith efforts to execute the Proper (including any inability to change any actions that the Transfer Agent 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 Transfer Agent or condition or qualify its authority to effect such Proper Instruction. The Transfer Agent 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. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, the Fund will provide shall deliver to the Custodian with Transfer Agent an officer's certificate setting forth the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund (each, an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized "). Such certificate may be accepted and conclusively relied upon by the Board to give Written Proper Instructions with respect to the transactions described therein, Transfer Agent and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian shall be considered to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if full force and effect until receipt by the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets Transfer Agent of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund similar certificate to the contrary.

Proper Instructions. “Proper Instructions,” as such term is used throughout For purposes of this Agreement, means either "Proper Instructions" shall mean (i) a writinginstructions regarding the purchase or sale of securities for the portfolio of the Fund, including a facsimile transmissionand payments and deliveries in connection therewith, given by an Authorized Person as designated in an Officers' Certificate, such instructions to be given in such form and manner as the Bank and the Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed or initialed by such one or more persons from time to time designated in an Officers' Certificate as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are having been authorized by the Board Directors of the Fund. Oral instructions given by a person whom the Bank reasonably believes to be authorized to give Written Proper Instructions such instructions with respect to the transactions described thereintransaction involved will be considered Proper Instructions only if the Bank receives written instructions on the stationary of the Fund or Value Line, and Inc. (bwhich may be sent by telecopier) confirming such oral instructions, provided however that if the number Bank is notified by an Authorized Person of the Fund that the Fund is unable to promptly confirm such oral instructions in writing, then the Bank may act upon receipt of a second oral instruction from an Authorized Persons whose signature Person, confirming such prior oral instruction. The Bank shall compare the original oral instruction with any confirmatory written or approvaloral instruction, as the case may be, and shall report any discrepancy to the Fund immediately, and the Bank shall be responsible for any expense incurred in taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, to the extent such expense is caused by the unreasonable delay of the Bank in reporting such discrepancy to the Fund. Except as provided in the preceding sentence, the Fund shall be responsible, at the Fund's expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. The Bank shall act upon and comply with any subsequent Proper Instructions which modifies a prior Proper Instruction. Upon receipt of an Officers' Certificate as to the authorization by the Directors of the Fund accompanied by a detailed description of procedures approved by the Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provided that the Directors and the Bank are satisfied that such procedures afford adequate safeguards for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary's assets.

Proper Instructions. “Proper Instructions,” as such term is used throughout For purposes of this Agreement, means either "Proper Instructions" shall mean (i) a writinginstructions regarding the purchase or sale of securities for the portfolio of the Fund, including a facsimile transmissionand payments and deliveries in connection therewith, given by an Authorized Person as designated in an Officers' Certificate, such instructions to be given in such form and manner as the Bank and the Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed or initialled by such one or more persons from time to time designated in an Officers' Certificate as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are having been authorized by the Board Directors of the Fund. Oral instructions given by a person whom the Bank reasonably believes to be authorized to give Written Proper Instructions such instructions with respect to the transactions described thereintransaction involved will be considered Proper Instructions only if the Bank receives written instructions (which may be sent by telecopier) confirming such oral instructions, and (b) provided however that if the number Bank is notified by an Authorized Person of Authorized Persons whose signature or approvalthe Fund that the Fund is unable to promptly confirm such oral instructions in writing, then the Bank may act upon receipt of a second oral instruction confirming such prior oral instruction. The Bank shall compare the original oral instruction with any confirmatory written oral instruction, as the case may be, and shall report any discrepancy to the Fund immediately, and the Bank shall be responsible for any expense incurred in taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, to the extent such expense is caused by the unreasonable delay of the Bank in reporting such discrepancy to the Fund. Except as provided in the preceding sentence, the Fund shall be responsible, at the Fund's expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. The Bank shall act upon and comply with any subsequent Proper Instructions which modifies a prior Proper Instruction. Upon receipt of an Officers' Certificate as to the authorization by the Directors of the Fund accompanied by a detailed description of procedures approved by the Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provide that the Directors and the Bank are satisfied that such procedures afford adequate safeguards for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary's assets.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (ia) a writing, including a facsimile transmission, signed by one Any instruction or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by direction delivered to the Custodian from a third party the Owner and/or the Administrator shall be in accordance with any three-party agreement which requires a segregated asset account writing and executed by an Authorized Representative and shall be delivered in accordance with Section 2.1113 hereof. Each Written The Custodian and the Owner may agree from time to time to accept other forms of instruction or direction. Any such instruction or direction delivered pursuant to this Section 8(a) shall be considered “Proper Instruction shall set forth a brief description Instructions.” (b) Any of the type of transaction involved persons whose signatures and titles appear on Exhibit B (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’Representative”) who are authorized by authorized, acting singly, to act for, the Board to give Written Proper Instructions with respect to Owner, the transactions described therein, and (b) Administrator or the number of Authorized Persons whose signature or approvalCustodian, as the case may be, under this Agreement. The specimen signature for each such Authorized Representative of the Custodian, the Owner and/or the Administrator initially authorized hereunder is necessary for set forth on Exhibit B. From time to time, the Custodian, the Owner and the Administrator may, by delivering to the other a revised exhibit, change the information previously given, but each of the parties hereto shall be entitled to rely conclusively on the then current Exhibit until receipt of a superseding exhibit. (c) The Custodian to be able shall have no obligation to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such purported instructions to have been given by an Authorized Person the extent that they conflict with applicable law or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fundregulations. The Custodian shall not be entitled liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions. (d) If, in performing its duties under this Agreement, the Custodian is required to rely upon decide between alternative courses of action, the Custodian may (but shall not be obliged to) request written instructions given from the Owner as to the course of action desired by it. If the Custodian does not receive such instructions within two (2) Business Days after it has requested them, the Custodian may, but shall be under no duty to, take or refrain from taking any such courses of action. The Custodian shall act in accordance with an Authorized Persons List until it actually receives written notice instructions received from the Board of Owner and/or the applicable Fund Administrator in response to such request after such two Business Day period except to the contraryextent it has already taken, or committed itself to take, action inconsistent with such instructions.

Proper Instructions. “Proper Instructions,” as such term is used throughout this Agreement, means either (ia) a writing, including a facsimile transmission, signed by one Any instruction or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in direction delivered to the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Document Custodian from the Company (on behalf of itself or a third party Subsidiary) or the Investment Adviser (acting on the Company’s behalf) shall be in accordance with any three-party agreement which requires a segregated asset account writing from an Authorized Representative (as defined below) and shall be delivered in accordance with Section 2.1112 hereof. Each Written The Document Custodian and the Company may agree from time to time to accept other forms of instruction or direction. Any such instruction or direction delivered pursuant to this Section 6(a) shall be considered “Proper Instruction shall set forth a brief description Instructions.” (b) Any of the type persons whose signatures and titles appear on Exhibit A (an “Authorized Representative”) are authorized, acting singly, to act for the Company (on behalf of transaction involved (choosing from among itself or a Subsidiary) under this Agreement. The specimen signature for each such Authorized Representative of the types of transactions Company or the Investment Adviser initially authorized hereunder is set forth on Exhibit A. From time to time, the Authorized Persons List)Company or the Investment Adviser may, including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect delivering to the transactions described thereinDocument Custodian a revised exhibit, and (b) change the number of Authorized Persons whose signature or approvalinformation previously given, as but the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Document Custodian shall be entitled to rely upon instructions given conclusively on the then current Exhibit until receipt of a superseding exhibit. Any electronically signed document delivered via electronic mail from a person purporting to be an Authorized Representative shall be considered signed or executed by such Authorized Representative on behalf of the applicable Person. The Document Custodian shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto. (c) The Document Custodian shall have no obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations. The Document Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions. (d) If, in performing its duties under this Agreement, the Document Custodian is required to decide between alternative courses of action, the Document Custodian may (but shall not be obliged to) request written instructions (or, in its sole discretion, oral instructions followed by written confirmation thereof) from the Company as to the course of action desired by it, upon which the Document Custodian shall be entitled to conclusively rely. If the Document Custodian does not receive such instructions within two (2) Business Days after it has requested them, the Document Custodian may, but shall be under no duty to, take or refrain from taking any such courses of action. The Document Custodian shall act in accordance with instructions received from the Company in response to such request after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions. (e) The Company hereby authorizes and directs the Document Custodian to accept, rely and act upon instruction from the Investment Adviser, acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize and act upon the instruction of the Investment Adviser, acting alone, on behalf and in the stead of the Company for all purposes hereunder; provided that such authorization and direction may be revoked at any time by an Authorized Persons List until it actually receives written notice from the Board Representative who is an officer of the applicable Fund to the contraryCompany.

Proper Instructions. “Proper Instructions,” as such term is used throughout For purposes of this Agreement, means either "Proper Instructions" shall mean (i) a writinginstructions regarding the purchase or sale of securities for the portfolio of the Fund, including a facsimile transmissionand payments and deliveries in connection therewith, given by an Authorized Person as designated in an Officers' Certificate, such instructions to be given in such form and manner as the Bank and the Fund shall agree upon from time to time, and (ii) instructions (which may be continuing instructions) regarding other matters signed or initialed by such one or more persons from time to time designated in an Officers' Certificate as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11. Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are having been authorized by the Board Directors of the Fund. Oral instructions given by a person whom the Bank reasonably believes to be authorized to give Written Proper Instructions such instructions with respect to the transactions described thereintransaction involved will be considered Proper instructions only if the Bank receives written instructions which may be sent by telecopier) confirming such oral instructions, and (b) provided however that if the number Bank is notified by an Authorized Person of Authorized Persons whose signature the Fund that the Fund is unable to promptly confirm such oral instructions in writing, then the Bank may act upon receipt of a second oral instruction, confirming such prior oral instruction. The Bank shall compare/the original oral instruction with any confirmatory written/or approvaloral instruction, as the case may be, and shall report any discrepancy to the Fund immediately, and the Bank shall be responsible for any expense incurred in taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, to the extent such expense is caused by the unreasonable delay of the Bank in reporting such discrepancy to the Fund. Except as provided in the preceding sentence, the Fund shall be responsible, at the Fund's expense, for taking any action, including any reprocessing, necessary to correct any such discrepancy or error in Proper Instructions given by the Fund, and to the extent such action requires the Bank to act, the Fund shall give the Bank specific Proper Instructions as to the action required. The Bank shall act upon and comply with any subsequent Proper Instructions which modifies a prior Proper Instruction. Upon receipt of an Officers' Certificate as to the authorization by the Directors of the Fund accompanied by a detailed description of procedures approved by the Fund, Proper Instructions may include communication effected directly between electro-mechanical or electronic devices provide that the Directors and the Bank are satisfied that such procedures afford adequate safeguards for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary's assets.