Common use of Policies and Procedures Clause in Contracts

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI shall provide the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, which would require a Service to be provided hereunder other than in accordance with the Standard Procedures, or if DTI is requested by the Funds, or a third party authorized to act for the Funds, to deviate from a Standard Procedure in connection with the performance of a service hereunder (collectively, "Exception Procedures"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedure. (iii) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (e) In the event that the Funds request documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the Funds, but the Funds agree to reimburse DTI for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYMTI shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM BNYMTI governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM . BNYMTI may from time to time revise the embody in its Standard Procedures, and that the including Standard Procedures are expressly intended to supplement the description of Services provided for hereindetermining whether an instruction it receives is “in good order” (“IGO”) or is "not in good order" (“NIGO”), but that the express terms of this Agreement will always prevail and act in any conflict with the Standard Procedures. BNYM may embody in the Standard Procedures any reliance on a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYMTI is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYMTI may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYMTI may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYMTI may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned[Reserved.] (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, which would require a Service to be provided hereunder other than in accordance with the Standard Procedures, or if DTI BNYMTI is requested by the Fundsa Fund, or a third party authorized to act for the Fundsa Fund, to deviate from a Standard Procedure in connection with the performance of a service hereunder (collectively, "“Exception Procedures"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedure. (iii) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure for a bona fide legal, commercial or business reason”). (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "“Written Procedures"”. (e) In the event that the Funds request a Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYMTI will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYMTI for all out of reasonable out-of-pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by BNYM of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a procedure with respect to which there is no Standard Procedure (collectively, "Exception “Non-Standard Procedures"”): (i) DTI BNYM shall not under any circumstances be obligated to perform act in accordance with any particular Exception Procedure. Howevercommunication, DTI shall Written Instructions, processes or other direction or set of procedures which it determines in good faith consider in its discretion to constitute or require a Non-Standard Procedure. BNYM reserves the right prior to evaluating, developing and or implementing an Exception a Non-Standard Procedure: if , incurring out-of-pocket expenses in connection with a Non-Standard Procedure or devoting internal resources to a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception Non-Standard Procedure requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such written authorization to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following receipt of all requested Exception Research, DTI or if it has elected to forego Exception Research, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction containing terms and conditions satisfactory to it in its sole discretion, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Instruction. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard ProceduresSTANDARD PROCEDURES"), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry StandardINDUSTRY STANDARD") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by BNYM of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a procedure with respect to which there is no Standard Procedure (collectively, "Exception ProceduresNON-STANDARD PROCEDURES"): (i) DTI BNYM shall not under any circumstances be obligated to perform act in accordance with any particular Exception Procedure. Howevercommunication, DTI shall Written Instructions, processes or other direction or set of procedures which it determines in good faith consider in its discretion to constitute or require a Non-Standard Procedure. BNYM reserves the right prior to evaluating, developing and or implementing an Exception a Non-Standard Procedure: if , incurring out-of-pocket expenses in connection with a Non-Standard Procedure or devoting internal resources to a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all reasonable costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception Non-Standard Procedure requested ("Exception ResearchEXCEPTION RESEARCH") and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such written authorization to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund's cost and expense. (ii) Following receipt of all requested Exception Research, DTI BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction containing terms and conditions satisfactory to it in its sole discretion, including without limitation a provision providing indemnification greater and broader than that contained in the Agreement, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Written Procedures"), that BNYM may from time to time revise the Standard its Written Procedures, and that the Standard Written Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Written Procedures. BNYM may embody in the Standard its Written Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by BNYM of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the Standard BNYM's Written Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Written Procedure in connection with the performance of a service hereunder (collectively, "Exception ProceduresServices"): (i) DTI BNYM shall not be obligated to perform any particular Exception ProcedureService. However, DTI shall BNYM may in good faith consider developing and implementing an Exception ProcedureService: if the Funds agree Fund agrees in a prior written authorization to reimburse DTI BNYM for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception Procedure Service requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception ProcedureService, and to pay the fees and charges established by DTI BNYM for performing the Exception ProcedureService. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such written authorization to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund's cost and expense. (ii) Following receipt of all requested Exception Research, DTI BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure Service if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception ProcedureService. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure Service for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Written Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by BNYM of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund. BNYM will obtain such additional documentation, but analysis or verification as may be reasonably requested by the Funds agree Fund upon the agreement of the Fund to reimburse DTI for bear all out of pockets reasonable costs and expenses incurredassociated with the request, including the reasonable costs of legal or expert advice or analysis. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining additional materials such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in connection with pursuant to this Section 14(d) is included within the requestconduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Exception ProceduresNon-Standard Procedure"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund's cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an "Exception Research Procedure" and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise and shall perform the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for hereinwhen applicable, but that the express terms of this Agreement will always prevail in any conflict accordance with the Standard Proceduresof Care. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM shall act in accordance with the Standard of Care, where applicable, and may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"):a “Non-Standard Procedure”), then BNYM will engage in a Reasoned Consideration. (i2) DTI A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Fund and BNYM is referred to herein as an “Exception Procedure” and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedure. clause (iii) DTI reserves the right following receipt of all Exception Research and Section 12(a) Upon not withstanding such receipt to continue to decline to perform the less than thirty (30) days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets reasonable out-of-pocket costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. Prior to engaging any third party legal or expert pursuant to the previous sentence, BNYM will advise the Fund it is doing so and the Fund shall have the option of obtaining such legal or expert advice on its own and providing results to BNYM. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (iii) of Section 12(a).

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manner.accordance with the provisions of this Section 14(a). Confidential And Proprietary Execution Version (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12(a). (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12(a). Confidential And Proprietary Execution Version

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by BNYM of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a procedure with respect to which there is no Standard Procedure (collectively, "Exception Non-Standard Procedures"): (i) DTI BNYM shall not under any circumstances be obligated to perform act in accordance with any particular Exception Procedure. Howevercommunication, DTI shall Written Instructions, processes or other direction or set of procedures which it determines in good faith consider in its discretion to constitute or require a Non-Standard Procedure. BNYM reserves the right prior to evaluating, developing and or implementing an Exception a Non-Standard Procedure: if , incurring out-of-pocket expenses in connection with a Non-Standard Procedure or devoting internal resources to a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception Non-Standard Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such written authorization to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund's cost and expense. (ii) Following receipt of all requested Exception Research, DTI or if it has elected to forego Exception Research, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction containing terms and conditions satisfactory to it in its sole discretion, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Instruction. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the Funds, or a third party authorized to act for the Funds, Fund to deviate from a Standard Procedure in connection with the performance of a Confidential And Proprietary Execution Version service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Exception ProceduresNon-Standard Procedure"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund's cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an "Exception Research Procedure" and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Exception ProceduresNon-Standard Procedure"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund's cost and expense. (iiiii) Following receipt BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of all requested Exception Research, DTI may, any nature hereunder to implement a Non-Standard Procedure (A) for a Bona Fide Reason or (B) if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an "Exception Research Procedure" and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree theFundagrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be Confidential And Proprietary Execution Version commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12(a). (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. Confidential And Proprietary Execution Version (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12(a).

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Exception ProceduresNon-Standard Procedure"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund's cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an "Exception Research Procedure" and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets pocket costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard “Written Procedures"”), that BNYM may from time to time revise the Standard its Written Procedures, and that the Standard Written Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Written Procedures. BNYM may embody in the Standard its Written Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry Confidential And Proprietary Execution Version practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by BNYM of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the Standard BNYM’s Written Procedures, or if DTI BNYM is requested by the FundsCompany or a Fund, or a third party authorized to act for the FundsCompany or a Fund, to deviate from a Standard Written Procedure in connection with the performance of a service hereunder (collectively, "“Exception Procedures"Services”): (i) DTI BNYM shall not be obligated to perform any particular Exception ProcedureService. However, DTI shall BNYM may in good faith consider developing and implementing an Exception Procedure: Service if the Funds agree Fund agrees in a prior written authorization to reimburse DTI BNYM for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception Procedure Service requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception ProcedureService, and to pay the fees and charges established by DTI BNYM for performing the Exception ProcedureService. The Funds Company or an Investment Company may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such written authorization to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Investment Company’s cost and expense. (ii) Following receipt of all requested Exception Research, DTI BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure Service if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception ProcedureService. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure Service for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Written Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsCompany or relevant Investment Company, but the Funds Investment Companies agree to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) Prior to the execution of this Agreement, BNYM and the Company agreed to amended terms of certain of BNYM’s Written Procedures to reflect the business needs of the Investment Companies (“Custom Procedures”). BNYM agrees not to amend any Custom Procedures or Exception Service unless such amendment is approved in writing by the relevant Investment Company or Fund.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI PNC and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI PNC shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM PNC governing the performance of the services in effect at the time the services are performed ("Standard “Written Procedures"”), that BNYM PNC may from time to time revise the Standard its Written Procedures, and that the Standard Written Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Written Procedures. BNYM PNC may embody in the Standard its Written Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by PNC of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the Standard PNC’s Written Procedures, or if DTI PNC is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Written Procedure in connection with the performance of a service hereunder (collectively, "“Exception Procedures"Services”): (i) DTI PNC shall not be obligated to perform any particular Exception ProcedureService. However, DTI shall PNC may in good faith consider developing and implementing an Exception ProcedureService: if the Funds agree Fund agrees in a prior written authorization to reimburse DTI PNC for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI PNC to be appropriate in light of the Exception Procedure Service requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception ProcedureService, and to pay the fees and charges established by DTI PNC for performing the Exception ProcedureService. The Funds Fund may, in place of agreeing to reimburse DTI PNC for the costs of Exception Research, agree in such written authorization to provide DTI PNC with all Exception Research reasonably requested by DTI PNC at the Funds' Fund’s cost and expense. (ii) Following receipt of all requested Exception Research, DTI PNC may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure Service if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, charges and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception ProcedureService. (iii) DTI PNC reserves the right following receipt of all Exception Research and not withstanding notwithstanding such receipt to continue to decline to perform the Exception Procedure Service for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Written Procedure, DTI PNC will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI PNC for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI PNC and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI PNC shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM PNC governing the performance of the services in effect at the time the services are performed ("Standard Written Procedures"), that BNYM PNC may from time to time revise the Standard its Written Procedures, and that the Standard Written Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Written Procedures. BNYM PNC may embody in the Standard its Written Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by PNC of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the Standard PNC's Written Procedures, or if DTI PNC is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Written Procedure in connection with the performance of a service hereunder (collectively, "Exception ProceduresServices"): (i) DTI PNC shall not be obligated to perform any particular Exception ProcedureService. However, DTI shall PNC may in good faith consider developing and implementing an Exception ProcedureService: if the Funds agree Fund agrees in a prior written authorization to reimburse DTI PNC for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI PNC to be appropriate in light of the Exception Procedure Service requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception ProcedureService, and to pay the fees and charges established by DTI PNC for performing the Exception ProcedureService. The Funds Fund may, in place of agreeing to reimburse DTI PNC for the costs of Exception Research, agree in such written authorization to provide DTI PNC with all Exception Research reasonably requested by DTI PNC at the Funds' Fund's cost and expense. (ii) Following receipt of all requested Exception Research, DTI PNC may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure Service if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception ProcedureService. (iii) DTI PNC reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure Service for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Written Procedure, DTI PNC will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI PNC for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Exception ProceduresNon-Standard Procedure"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably and in good faith are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably and in good faith that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund's cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably and in good faith that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an "Exception Research Procedure" and not withstanding such receipt to continue to decline BNYM shall be obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (ii) of Section 12(a). (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (ii) of Section 12(a).

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall be obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"):a “Non-Standard Procedure”), then BNYM will engage in a Reasoned Consideration. (i2) DTI A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Fund and BNYM is referred to herein as an “Exception Procedure” and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course clause (b) of conduct constituting the Exception Procedure. Section 12. Upon not less than forty-five (iii45) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsClient, or a third party authorized to act for the FundsClient, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Client requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Client of the Research required and resume the evaluation only if the Client obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Client’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Client are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Client and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall be obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (ii) of Section 12(a). (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Client requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsClient, but the Funds agree Client agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Client agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Client to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Client it is doing so and the Client shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (ii) of Section 12(a).

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manner.accordance with the provisions of this Section 14(a). Confidential And Proprietary EXECUTION (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Non-Standard Procedure"), then BNYM will engage in a Reasoned Consideration. (2) A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Fund and BNYM is referred to herein as an "Exception Procedures"): (i) DTI Procedure" and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course clause (b) of conduct constituting the Exception Procedure. Section 12. Upon not less than thirty (iii30) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all reasonable out of pockets pocket costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. Prior to engaging any third party legal or expert advice pursuant to the previous sentence, BNYM will advise the Fund it is doing so and the Fund shall have the option of rescinding its request. (d) If in the course of acting in accordance with an Exception Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own from consultants reasonably satisfactory to BNYM and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard “Written Procedures"”), that BNYM may from time to time revise the Standard its Written Procedures, and that the Standard Written Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Written Procedures. BNYM may embody in the Standard its Written Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by BNYM of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the Standard BNYM’s Written Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Written Procedure in connection with the performance of a service hereunder (collectively, "“Exception Procedures"Services”): (i) DTI BNYM shall not be obligated to perform any particular Exception ProcedureService. However, DTI shall BNYM may in good faith consider developing and implementing an Exception ProcedureService: if the Funds agree Fund agrees in a prior written authorization to reimburse DTI BNYM for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception Procedure Service requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception ProcedureService, and to pay the fees and charges established by DTI BNYM for performing the Exception ProcedureService. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such written authorization to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following receipt of all requested Exception Research, DTI BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure Service if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception ProcedureService. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure Service for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Written Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in accordance with the provisions of this Section 14(a). BNYM will notify the Fund in writing of any material change to a Standard Procedure in a manner that is timely mannergiven the nature of the change. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI BNYM shall not under any circumstances be obligated to perform engage in any particular Exception course of conduct it reasonably determines to constitute a Non-Standard Procedure. HoweverBNYM reserves the right prior to committing any resources, DTI shall in good faith consider developing and implementing an Exception Procedure: if or incurring any out-of-pocket expenses, to evaluate, develop or implement a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception particular Non-Standard Procedure requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such preliminary written authorization agreement to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following Notwithstanding the right reserved to BNYM by the first sentence of subsection (b)(i) above, following receipt of all requested Exception Research, DTI if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction an executed written document from the Fund containing terms and conditions reasonably satisfactory to it in its sole discretionit, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding notwithstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (div) The BNYM agrees to act in accordance with a Non-Standard Procedures, DTI Procedures and Exception Procedures are sometimes Procedure if BNYM executes the Fund-executed written document referred to in this Agreement collectively as Section 14(b)(ii) (the "Written Procedures"procedures in such mutually executed document being an “Exception Procedure”). (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request or which can reasonably be obtained without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational operational, guidelines of BNYM governing the performance of the services in effect at the time the services are Confidential And Proprietary Execution Version performed ("“Standard Procedures"”), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI BNYM shall not under any circumstances be obligated to perform engage in any particular Exception course of conduct it reasonably determines in its discretion to constitute a Non-Standard Procedure. HoweverBNYM reserves the right prior to committing any resources, DTI shall in good faith consider developing and implementing an Exception Procedure: if or incurring any out-of-pocket expenses, to evaluate, develop or implement a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception particular Non-Standard Procedure requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such preliminary written authorization agreement to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following Notwithstanding the right reserved to BNYM by the first sentence of subsection (b)(i) above, following receipt of all requested Exception Research, DTI if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction an executed written document form the Fund containing terms and conditions satisfactory to it in its sole discretion, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (div) The For clarification and without limiting Section 10(b) in any manner: BNYM may agree to act in accordance with a Non-Standard ProceduresProcedure without exercising any of the rights provided to it by this Section 14(b) or after exercising some or all of the rights provided to it by this Section 14(b) as it may determine in its sole discretion to be appropriate, DTI Procedures but this Section 10(b) shall not be Confidential And Proprietary Execution Version interpreted to require BNYM to exercise any right provided by this Section 14(b) before agreeing to act in accordance with a Non-Standard Instruction and Exception Procedures are sometimes no failure to exercise such a right shall be construed as a waiver of that right in the future or any other rights provided for herein. (v) BNYM agrees to act in accordance with a Non-Standard Procedure if BNYM executes the Fund-executed written document referred to in this Agreement collectively as Section 14(b)(ii) (the "Written Procedures"procedures in such mutually executed document being an “Exception Procedure”). (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI BNYM shall not under any circumstances be obligated to perform engage in any particular Exception course of conduct it reasonably determines in its discretion to constitute a Non-Standard Procedure. HoweverBNYM reserves the right prior to committing any resources, DTI shall in good faith consider developing and implementing an Exception Procedure: if or incurring any out-of-pocket expenses, to evaluate, develop or implement a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all reasonable costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation reasonable costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception particular Non-Standard Procedure requested ("“Exception Research"”) and the reasonable costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the reasonable fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the reasonable costs of Exception Research, agree in such preliminary written authorization agreement to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following Notwithstanding the right reserved to BNYM by the first sentence of subsection (b)(i) above, following receipt of all requested Exception Research, DTI if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction an executed written document form the Fund containing terms and conditions satisfactory to it in its sole discretion, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding notwithstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (div) The For clarification and without limiting Section 10(b) in any manner: BNYM may agree to act in accordance with a Non-Standard ProceduresProcedure without exercising any of the rights provided to it by this Section 14(b) or after exercising some or all of the rights provided to it by this Section 14(b) as it may determine in its sole discretion to be appropriate, DTI Procedures but this Section 14(b) shall not be interpreted to require BNYM to exercise any right provided by this Section 14(b) before agreeing to act in accordance with a Non-Standard Instruction and Exception Procedures are sometimes no failure to exercise such a right shall be construed as a waiver of that right in the future or any other rights provided for herein. (v) BNYM agrees to act in accordance with a Non-Standard Procedure if BNYM executes the Fund-executed written document referred to in this Agreement collectively as Section 14(b)(ii) (the "Written Procedures"procedures in such mutually executed document being an “Exception Procedure”). (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all reasonable out of pockets costs and expenses incurred, including the reasonable costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Non-Standard Procedure"), then BNYM will engage in a Reasoned Consideration. (2) A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Fund and BNYM is referred to herein as an "Exception Procedures"): (i) DTI Procedure" and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course clause (b) of conduct constituting the Exception Procedure. Section 12(a). Upon not less than thirty (iii30) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all reasonable out of pockets pocket costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. Prior to engaging any third party legal or expert advice pursuant to the previous sentence, BNYM will advise the Fund it is doing so and the Fund shall have the option of rescinding its request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12(a).

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are Confidential And Proprietary Execution Version performed ("“Standard Procedures"”), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI BNYM shall not under any circumstances be obligated to perform engage in any particular Exception course of conduct it reasonably determines in its discretion to constitute a Non-Standard Procedure. HoweverBNYM reserves the right prior to committing any resources, DTI shall in good faith consider developing and implementing an Exception Procedure: if or incurring any out-of-pocket expenses, to evaluate, develop or implement a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception particular Non-Standard Procedure requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such preliminary written authorization agreement to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following Notwithstanding the right reserved to BNYM by the first sentence of subsection (b)(i) above, following receipt of all requested Exception Research, DTI if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction an executed written document form the Fund containing terms and conditions satisfactory to it in its sole discretion, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (div) The For clarification and without limiting Section 10(b) in any manner: BNYM may agree to act in accordance with a Non-Standard ProceduresProcedure without exercising any of the rights provided to it by this Section 14(b) or after exercising some or all of the rights provided to it by this Section 14(b) as it may determine in its sole discretion to be appropriate, DTI Procedures but this Section 10(b) shall not be Confidential And Proprietary Execution Version interpreted to require BNYM to exercise any right provided by this Section 14(b) before agreeing to act in accordance with a Non-Standard Instruction and Exception Procedures are sometimes no failure to exercise such a right shall be construed as a waiver of that right in the future or any other rights provided for herein. (v) BNYM agrees to act in accordance with a Non-Standard Procedure if BNYM executes the Fund- executed written document referred to in this Agreement collectively as Section 14(b)(ii) (the "Written Procedures"procedures in such mutually executed document being an “Exception Procedure”). (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI PNC and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI PNC shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM PNC governing the performance of the services in effect at the time the services are performed ("Standard “Written Procedures"”), that BNYM PNC may from time to time revise the Standard its Written Procedures, and that the Standard Written Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Written Procedures. BNYM PNC may embody in the Standard its Written Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by PNC of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the Standard PNC’s Written Procedures, or if DTI PNC is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Written Procedure in connection with the performance of a service hereunder (collectively, "“Exception Procedures"Services”): (i) DTI PNC shall not be obligated to perform any particular Exception ProcedureService. However, DTI shall PNC may in good faith consider developing and implementing an Exception ProcedureService: if the Funds agree Fund agrees in a prior written authorization to reimburse DTI PNC for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI PNC to be appropriate in light of the Exception Procedure Service requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception ProcedureService, and to pay the fees and charges established by DTI PNC for performing the Exception ProcedureService. The Funds Fund may, in place of agreeing to reimburse DTI PNC for the costs of Exception Research, agree in such written authorization to provide DTI PNC with all Exception Research reasonably requested by DTI PNC at the Funds' Fund’s cost and expense. (ii) Following receipt of all requested Exception Research, DTI PNC may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure Service if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception ProcedureService. (iii) DTI PNC reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure Service for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Written Procedure, DTI PNC will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI PNC for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manner.accordance with the provisions of this Section 14(a). Confidential And Proprietary Execution Version (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Exception ProceduresNon-Standard Procedure"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund's cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an "Exception Research Procedure" and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"):a “Non-Standard Procedure”), then BNYM will engage in a Reasoned Consideration. (i2) DTI A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Fund and BNYM is referred to herein as an “Exception Procedure” and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course clause (b) of conduct constituting the Exception Procedure. Section 12. Upon not less than thirty (iii30) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all reasonable out of pockets pocket costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. Prior to engaging any third party legal or expert advice pursuant to the previous sentence, BNYM will advise the Fund it is doing so and the Fund shall have the option of rescinding its request. (d) If in the course of acting in accordance with an Exception Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own from consultants reasonably satisfactory to BNYM and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise and shall perform the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for hereinwhen applicable, but that the express terms of this Agreement will always prevail in any conflict accordance with the Standard Procedures. of Care BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order (“IGO”) or is “not in good order (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM shall act in accordance with the Standard of Care, where applicable, and may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsTrust, or a third party authorized to act for the FundsTrust, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"):a “Non-Standard Procedure”), then BNYM will engage in a Reasoned Consideration. (i2) DTI A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Trust and BNYM is referred to herein as an “Exception Procedure” and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course clause (b) of conduct constituting the Exception Procedure. Section 12. Upon not less than thirty (iii30) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Trust requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsTrust, but the Funds agree Trust agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. Prior to engaging any third party legal or expert pursuant to the previous sentence, BNYM will advise the Trust it intends to do so and the Trust shall have the option, instead, of obtaining such legal or expert advice on its own and providing results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Trust agrees that, expenses preapproved by it, and thereafter incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Trust to be paid upon being invoiced by BNYM. BNY Mellon, prior to engaging any such third party, shall advise the Trust it is doing so and the Trust shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("”Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is ”in good order” (”IGO”) or is ”not in good order” (”NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("”Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned.[Reserved] (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, which would require a Service to be provided hereunder other than in accordance with the Standard Procedures, or if DTI is requested by the Funds, or a third party authorized to act for the Funds, to deviate from a Standard Procedure in connection with the performance of a service hereunder (collectively, "Exception Procedures"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedure. (iii) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (e) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting hereunder, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under this Agreement, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are Confidential And Proprietary Execution Version performed ("“Standard Procedures"”), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI BNYM shall not under any circumstances be obligated to perform engage in any particular Exception course of conduct it reasonably determines in its discretion to constitute a Non-Standard Procedure. HoweverBNYM reserves the right prior to committing any resources, DTI shall in good faith consider developing and implementing an Exception Procedure: if or incurring any out-of-pocket expenses, to evaluate, develop or implement a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception particular Non-Standard Procedure requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such preliminary written authorization agreement to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following Notwithstanding the right reserved to BNYM by the first sentence of subsection (b)(i) above, following receipt of all requested Exception Research, DTI if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction an executed written document form the Fund containing terms and conditions satisfactory to it in its sole discretion, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (div) The For clarification and without limiting Section 10(b) in any manner: BNYM may agree to act in accordance with a Non-Standard ProceduresProcedure without exercising any of the rights provided to it by this Section 14(b) or after exercising some or all of the rights provided to it by this Section 14(b) as it may determine in its sole discretion to be appropriate, DTI Procedures but this Section 10(b) shall not be Confidential And Proprietary Execution Version interpreted to require BNYM to exercise any right provided by this Section 14(b) before agreeing to act in accordance with a Non-Standard Instruction and Exception Procedures are sometimes no failure to exercise such a right shall be construed as a waiver of that right in the future or any other rights provided for herein. (v) BNYM agrees to act in accordance with a Non-Standard Procedure if BNYM executes the Fund-executed written document referred to in this Agreement collectively as Section 14(b)(ii) (the "Written Procedures"procedures in such mutually executed document being an “Exception Procedure”). (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services manner in which BNYM performs the services described in Section 3 and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise its Standard Procedures (subject to timely notice of material changes to the Standard ProceduresFund), and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by BNYM of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a procedure with respect to which there is no Standard Procedure (collectively, "Exception Non-Standard Procedures"): (i) DTI BNYM shall not under any circumstances be obligated to perform act in accordance with any particular Exception Procedure. Howevercommunication, DTI shall Written Instructions, processes or other direction or set of procedures which it determines in good faith consider in its discretion to constitute or require a Non-Standard Procedure, provided that it timely notifies the Fund of such determination. BNYM reserves the right prior to evaluating, developing and or implementing an Exception a Non-Standard Procedure: if , incurring out-of-pocket expenses in connection with a Non-Standard Procedure or devoting internal resources to a Non- Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception Non-Standard Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. If such request is not made prior to any such action by BNYM, the Fund will have no obligation to pay such costs, fees and expenses. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such written authorization to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund's cost and expense. (ii) Following receipt of all requested Exception Research, DTI BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction containing terms and conditions satisfactory to it in its sole discretion, including without limitation a provision providing indemnification greater and broader than that contained in the Agreement, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Non- Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees that BNYM may request the Fund to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the requestrequest prior to obtaining such advice, analysis or materials.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Non-Standard Procedure"), then BNYM will engage in a Reasoned Consideration. (2) A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Fund and BNYM is referred to herein as an "Exception Procedures"): (i) DTI Procedure" and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course clause (b) of conduct constituting the Exception Procedure. Section 12. Upon not less than thirty (iii30) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with an Exception Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own from consultants reasonably satisfactory to BNYM and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or Confidential And Proprietary Execution Version standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12(a). (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. Confidential And Proprietary Execution Version (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12(a).

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are C-61 Confidential And Proprietary Execution Version performed ("“Standard Procedures"”), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI BNYM shall not under any circumstances be obligated to perform engage in any particular Exception course of conduct it reasonably determines in its discretion to constitute a Non-Standard Procedure. HoweverBNYM reserves the right prior to committing any resources, DTI shall in good faith consider developing and implementing an Exception Procedure: if or incurring any out-of-pocket expenses, to evaluate, develop or implement a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception particular Non-Standard Procedure requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such preliminary written authorization agreement to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following Notwithstanding the right reserved to BNYM by the first sentence of subsection (b)(i) above, following receipt of all requested Exception Research, DTI if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction an executed written document form the Fund containing terms and conditions satisfactory to it in its sole discretion, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (div) The For clarification and without limiting Section 10(b) in any manner: BNYM may agree to act in accordance with a Non-Standard ProceduresProcedure without exercising any of the rights provided to it by this Section 14(b) or after exercising some or all of the rights provided to it by this Section 14(b) as it may determine in its sole discretion to be appropriate, DTI Procedures but this Section 10(b) shall not be Confidential And Proprietary Execution Version interpreted to require BNYM to exercise any right provided by this Section 14(b) before agreeing to act in accordance with a Non-Standard Instruction and Exception Procedures are sometimes no failure to exercise such a right shall be construed as a waiver of that right in the future or any other rights provided for herein. (v) BNYM agrees to act in accordance with a Non-Standard Procedure if BNYM executes the Fund-executed written document referred to in this Agreement collectively as Section 14(b)(ii) (the "Written Procedures"procedures in such mutually executed document being an “Exception Procedure”). (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manner.accordance with the provisions of this Section 14(a). Confidential And Proprietary Execution Version (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the Funds, or a third party authorized to act for the Funds, Fund to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Exception ProceduresNon-Standard Procedure"): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund's cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an "Exception Research Procedure" and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12. Confidential And Proprietary Execution Version

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNY Mellon shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM BNY Mellon governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM . BNY Mellon may from time to time revise the embody in its Standard Procedures, and that the including Standard Procedures are expressly intended to supplement the description of Services provided for hereindetermining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), but that the express terms of this Agreement will always prevail and act in any conflict with the Standard Procedures. BNYM may embody in the Standard Procedures any reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNY Mellon is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNY Mellon may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNY Mellon may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNY Mellon may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 9(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c9(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNY Mellon’s Standard Procedures, or if DTI BNY Mellon is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNY Mellon will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in a prior writing and provides all written authorization materials, including descriptions, specifications, business requirements and responses to reimburse DTI for all costs and expenses incurred questions of BNY Mellon, that in consulting the sole judgment of BNY Mellon exercised reasonably are appropriate to fully evaluate the request. (ii) BNY Mellon will attempt to evaluate the request with and obtaining existing resources on the opinions basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that consultation with or the written opinions, analysis, research or other work product of internal and/or third party technical specialists, legal counsel or other third parties reasonably considered by DTI advisors, consultants or professionals (“Research”) is required to be appropriate in light fully evaluate the request or the development, implementation or performance of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, BNY Mellon will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNY Mellon or if it authorizes BNY Mellon in a writing reasonably satisfactory to pay BNY Mellon to obtain the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iiiii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to BNY Mellon may at any obligation, agree to provide an Exception Procedure if it receives time after such a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, chargesrequest is made, and expensesbefore or after the written materials and, terms constituting appropriate warrantiesif applicable, representations and covenantsthe Research are furnished in whole or in part, and terms specifying with particularity the course decline without liability or further obligation of conduct constituting the Exception Procedure. any nature hereunder to implement a Non-Standard Procedure (iiii) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure for a bona fide legal, commercial or business reasonreason or (ii) if it determines in its sole judgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, implementation and performance of the Non-Standard Procedure, including without limitation terms and conditions regarding appropriate procedures, indemnification and payment terms. (div) The A Non-Standard Procedures, DTI Procedures Procedure that BNY Mellon agrees to implement in a written instrument executed by the Fund and Exception Procedures are sometimes BNY Mellon is referred to herein as an “Exception Procedure” and BNY Mellon shall be obligated to perform a Non-Standard Procedure only to the extent expressly provided for in this Agreement collectively as the "Written Procedures"an Exception Procedure. (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNY Mellon will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNY Mellon for all out of pockets costs and expenses incurred, including the costs of pre-approved legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNY Mellon encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNY Mellon in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNY Mellon. Prior to engaging any such third party BNY Mellon shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNY Mellon.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reason.is included within the conduct described in clause (b) of Section 12. Confidential And Proprietary Execution Version (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI PNC and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI PNC shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM PNC governing the performance of the services in effect at the time the services are performed ("Standard Written Procedures"), that BNYM PNC may from time to time revise the Standard its Written Procedures, and that the Standard Written Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Written Procedures. BNYM PNC may embody in the Standard its Written Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conducta breach by PNC of its Standard of Care, which would require a Service service to be provided hereunder other than in accordance with the Standard PNC's Written Procedures, or if DTI PNC is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Written Procedure in connection with the performance of a service hereunder (collectively, "Exception ProceduresServices"): (i) DTI PNC shall not be obligated to perform any particular Exception ProcedureService. However, DTI shall PNC may in good faith consider developing and implementing an Exception ProcedureService: if the Funds agree Fund agrees in a prior written authorization to reimburse DTI PNC for all reasonable costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI PNC to be appropriate in light of the Exception Procedure Service requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception ProcedureService, and to pay the fees and charges established by DTI PNC for performing the Exception ProcedureService. The Funds Fund may, in place of agreeing to reimburse DTI PNC for the costs of Exception Research, agree in such written authorization to provide DTI PNC with all Exception Research reasonably requested by DTI PNC at the Funds' Fund's cost and expense. (ii) Following receipt of all requested Exception Research, DTI PNC may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure Service if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception ProcedureService. (iii) DTI PNC reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure Service for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Written Procedure, DTI PNC will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI PNC for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that BNYM shall perform the Services described in and to be services provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include for in this Agreement in accordance with written policies and that, accordingly, procedures reasonably designed to prevent violation of the parties agree that DTI Federal Securities Laws (as defined in Rule 38a-1 of the 1940 Act). BNYM shall provide copies of such policies and procedures to the Fund, along with a written certification that such policies and procedures are reasonably designed to prevent violation of the Federal Securities Laws for review by the Fund and the Board prior to the execution of this Agreement, annually, upon material amendment and at such other times as may be reasonably requested by the Fund. (b) BNYM shall perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"):a “Non-Standard Procedure”), then BNYM will engage in a Reasoned Consideration. Confidential And Proprietary EXECUTION (i2) DTI A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Fund and BNYM is referred to herein as an “Exception Procedure” and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedure. Section 12. Upon not less than forty-five (iii45) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (e) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (e) If in the course of acting in accordance with an Exception Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own from consultants reasonably satisfactory to BNYM and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI BNYM shall not under any circumstances be obligated to perform engage in any particular Exception course of conduct it reasonably determines in its discretion to constitute a Non-Standard Procedure. HoweverBNYM reserves the right prior to committing any resources, DTI shall in good faith consider developing and implementing an Exception Procedure: if or incurring any reasonable out-of-pocket expenses, to evaluate, develop or implement a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception particular Non-Standard Procedure requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such preliminary written authorization agreement to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following Notwithstanding the right reserved to BNYM by the first sentence of subsection (b)(i) above, following receipt of all requested Exception Research, DTI if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide a Non-Standard Procedure upon the receipt of an Exception Procedure if it receives a Written Instruction executed written document mutually drafted and agreed upon by BNYM and the Fund containing terms and conditions satisfactory to it in its sole discretionall parties, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (div) The For clarification and without limiting Section 14(b) in any manner: BNYM may agree to act in accordance with a Non-Standard ProceduresProcedure without exercising any of the rights provided to it by this Section 14(b) or after exercising some or all of the rights provided to it by this Section 14(b) as it may determine in its sole discretion to be appropriate, DTI Procedures but this Section 14(b) shall not be interpreted to require BNYM to exercise any right provided by this Section 14(b) before agreeing to act in accordance with a Non-Standard Instruction and Exception Procedures are sometimes no failure to exercise such a right shall be construed as a waiver of that right in the future or any other rights provided for herein. (v) BNYM agrees to act in accordance with a Non-Standard Procedure if BNYM executes the Fund-executed written document referred to in this Agreement collectively as Section 14(b)(ii) (the "Written Procedures"procedures in such mutually executed document being an “Exception Procedure”). (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all reasonable out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is "in good order" ("IGO") or is "not in good order" ("NIGO"), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("Industry Standard") ). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c1) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM's Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, a "Non-Standard Procedure"), then BNYM will engage in a Reasoned Consideration. (2) A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the Fund and BNYM is referred to herein as an "Exception Procedures"): (i) DTI Procedure" and BNYM shall not be obligated to perform any particular a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. HoweverFor the avoidance of doubt, DTI shall conduct engaged in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it is included within the conduct described in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course clause (b) of conduct constituting the Exception Procedure. Section 12. Upon not less than thirty (iii30) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the days advance written notice BNYM may terminate an Exception Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all reasonable out of pockets pocket costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. Prior to engaging any third party legal or expert advice pursuant to the previous sentence, BNYM will advise the Fund it is doing so and the Fund shall have the option of rescinding its request. (d) If in the course of acting in accordance with an Exception Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own from consultants reasonably satisfactory to BNYM and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12.

Policies and Procedures. (a) The parties acknowledge that the Services services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI BNYM and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the its Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI BNYM shall not under any circumstances be obligated to perform engage in any particular Exception course of conduct it reasonably determines in its discretion to constitute a Non-Standard Procedure. HoweverBNYM reserves the right prior to committing any resources, DTI shall in good faith consider developing and implementing an Exception Procedure: if or incurring any out-of-pocket expenses, to evaluate, develop or implement a Non-Standard Procedure to require that the Funds Fund agree in a prior written authorization writing to reimburse DTI BNYM for all costs and expenses incurred in connection with evaluating, developing and implementing a Non-Standard Procedure, including without limitation costs associated with consulting with and obtaining the opinions of programmers, specialists, legal counsel counsel, consultants or other third parties reasonably considered by DTI BNYM to be appropriate in light of the Exception particular Non-Standard Procedure requested ("“Exception Research"”) and the costs associated with utilizing internal resources to develop and implement the Exception Non-Standard Procedure, and to pay the fees and charges established by DTI BNYM for performing the Exception Non-Standard Procedure. The Funds Fund may, in place of agreeing to reimburse DTI BNYM for the costs of Exception Research, agree in such preliminary written authorization agreement to provide DTI BNYM with all Exception Research reasonably requested by DTI BNYM at the Funds' Fund’s cost and expense. (ii) Following Notwithstanding the right reserved to BNYM by the first sentence of subsection (b)(i) above, following receipt of all requested Exception Research, DTI if any, BNYM may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception a Non-Standard Procedure if it receives a Written Instruction an executed written document from the Fund containing terms and conditions satisfactory to it in its sole discretion, including without limitation limitation, terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenantscovenants appropriate to the particular course of conduct constituting the Non-Standard Procedure, and terms specifying with particularity the course of conduct constituting the Exception Non-Standard Procedure, and provisions providing BNYM with full indemnification for any BNYM Loss and full release from any liabilities to the Fund arising in connection with a course of conduct taken by BNYM pursuant to the Non-Standard Procedure. (iii) DTI BNYM reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Non-Standard Procedure for a bona fide legal, commercial or business reasonBona Fide Reason. (div) The For clarification and without limiting Section 14(b) in any manner: BNYM may agree to act in accordance with a Non-Standard ProceduresProcedure without exercising any of the rights provided to it by this Section 14(b) or after exercising some or all of the rights provided to it by this Section 14(b) as it may determine in its sole discretion to be appropriate, DTI Procedures but this Section 14(b) shall not be interpreted to require BNYM to exercise any right provided by this Section 14(b) before agreeing to act in accordance with a Non-Standard Instruction and Exception Procedures are sometimes no failure to exercise such a right shall be construed as a waiver of that right in the future or any other rights provided for herein. (v) BNYM agrees to act in accordance with a Non-Standard Procedure if BNYM executes the Fund-executed written document referred to in this Agreement collectively as Section 14(b)(ii) (the "Written Procedures"procedures in such mutually executed document being an “Exception Procedure”). (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. The Fund shall indemnify BNYM and defend BNYM to the extent of any third-party Claims for any acts or omissions agreed to be taken by BNYM in reliance on the advice of such third parties or Instructions issued and accepted by BNYM in lieu or or in addition to the third party advice.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI shall provide the services provided for in this Agreement in accordance with the written policies, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("Standard Procedures"), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("Industry Standard") and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, which would require a Service to be provided hereunder other than in accordance with the Standard Procedures, or if DTI is requested by the Funds, or a third party authorized to act for the Funds, to deviate from a Standard Procedure in connection with the performance of a service hereunder (collectively, "Exception Procedures"):): NY 73868230v19 (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall in good faith consider developing and implementing an Exception Procedure: if the Funds agree in a prior written authorization to reimburse DTI for all costs and expenses incurred in consulting with and obtaining the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception Research reasonably requested by DTI at the Funds' cost and expense. (ii) Following receipt of all requested Exception Research, DTI may, in its sole discretion, as an accommodation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretion, including without limitation terms constituting additional agreements with respect to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedure. (iii) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (e) In the event that the Funds request documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the Funds, but the Funds agree to reimburse DTI for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that . BNYM may revise the Standard Procedures from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures any course of conduct which it reasonably determines is commercially reasonable or consistent with generally accepted industry practices, principles or standards ("“Industry Standard"”) and in making such determination may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by the industry in general to changes in Applicable Law. DTI shall notify the Funds of material changes to Standard Procedures in a timely manner. (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect and conditions regarding appropriate procedures, indemnification and payment terms. A Non-Standard Procedure that BNYM agrees to fees, charges, and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity implement pursuant to the course of conduct constituting the foregoing written agreement is referred to herein as an “Exception Procedure”. (iii) DTI reserves the right following receipt of all Exception Research and not withstanding such receipt to continue to decline to perform the Exception Procedure for a bona fide legal, commercial or business reason. (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. The Fund shall indemnify BNYM and defend BNYM to the extent of any third-party Claims for any acts or omissions agreed to be taken by BNYM in reliance on the advice of such third parties or Instructions issued and accepted by BNYM in lieu or in addition to the third party advice, except where such Claims arise out of or are related to the gross negligence, willful misconduct, or reckless disregard of BNYM.

Policies and Procedures. (a) The parties acknowledge that the Services described in and to be provided under this Agreement involve processes, actions, functions, instructions, consents, choices, the exercise of rights or performance of obligations, communications and other components, both internal to DTI and interactive between the parties, necessitated or made appropriate by business or by legal or regulatory considerations, or both, that in most cases are far too numerous and minutely detailed to expressly include in this Agreement and that, accordingly, the parties agree that DTI BNYM shall provide perform the services provided for in this Agreement in accordance with the written policies, processes, procedures, manuals, documentation and other operational guidelines of BNYM governing the performance of the services in effect at the time the services are performed ("“Standard Procedures"”), that BNYM may from time to time revise the Standard Procedures, and that the Standard Procedures are expressly intended to supplement the description of Services provided for herein, but that the express terms of this Agreement will always prevail in any conflict with the Standard Procedures. BNYM may embody in the its Standard Procedures, including Standard Procedures any for determining whether an instruction it receives is “in good order” (“IGO”) or is “not in good order” (“NIGO”), and act in reliance on: a reasoned course of conduct, conduct which it reasonably determines is to be commercially reasonable or conduct consistent with generally accepted industry practices, principles or standards ("“Industry Standard") ”). Likewise, when in connection with a providing a service, including IGO and NIGO determinations, BNYM is required to engage in conduct for which it does not have a Standard Procedure or Standard Procedures only partially address the facts and circumstances of a particular issue, BNYM may engage in and act in reliance on: a reasoned course of conduct, conduct it reasonably determines to be commercially reasonable or conduct consistent with Industry Standards. In making such determination the decisions described in the foregoing sentences BNYM may rely on such information, data, research, analysis and advice, including legal analysis and advice, as it reasonably determines appropriate under the circumstances, including without limitation consensus responses by . For clarification: the industry in general to changes in Applicable Lawpublished guidelines of the Securities Transfer Association shall constitute an Industry Standard on the subject matter addressed therein. DTI shall notify BNYM may revise the Funds of material changes to Standard Confidential And Proprietary Execution Version Procedures in a timely manneraccordance with the provisions of this Section 14(a). (b) Prior to the execution of this Agreement, DTI and the Funds agreed to written procedures listed on Schedule C hereto to reflect the business needs of the Funds ("DTI Procedures"). DTI agrees not to materially amend any DTI Procedures unless such amendment is approved in writing by the Funds, such approval not to be unreasonably withheld, delayed or conditioned. (c) Notwithstanding any other provision of this Agreement, the following terms of this Section 14(c14(b) shall apply in the event facts, circumstances or conditions exist or events occur, other than due to Breach Conduct, occur which would require a Service service to be provided hereunder other than in accordance with the BNYM’s Standard Procedures, or if DTI BNYM is requested by the FundsFund, or a third party authorized to act for the FundsFund, to deviate from a Standard Procedure in connection with the performance of a service hereunder or institute a service or procedure with respect to which there is no Standard Procedure (collectively, "Exception Procedures"a “Non-Standard Procedure”): (i) DTI shall not be obligated to perform any particular Exception Procedure. However, DTI shall BNYM will in good faith consider developing and implementing an Exception Procedure: a Non-Standard Procedure if the Funds agree Fund requests such in writing and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request. (ii) BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non-Standard Procedure, BNYM will notify the Fund of the Research required and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if it authorizes BNYM in a prior written authorization writing reasonably satisfactory to reimburse DTI for all costs and expenses incurred in consulting with and obtaining BNYM to obtain the opinions of specialists, legal counsel or other third parties reasonably considered by DTI to be appropriate in light of the Exception Procedure requested ("Exception Research") and the costs associated with utilizing internal resources to develop and implement the Exception Procedure, and to pay the fees and charges established by DTI for performing the Exception Procedure. The Funds may, in place of agreeing to reimburse DTI for the costs of Exception Research, agree in such written authorization to provide DTI with all Exception required Research reasonably requested by DTI at the Funds' Fund’s cost and expense. (iii) BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are furnished in whole or in part, decline without liability or further obligation of any nature hereunder to implement a Non-Standard Procedure (i) for a Bona Fide Reason or (ii) Following receipt of all requested Exception Research, DTI may, if it determines in its sole discretionjudgment exercised reasonably that it and the Fund are unable to mutually agree in writing to all terms and conditions governing the development, as an accommodation implementation and not pursuant to any obligation, agree to provide an Exception Procedure if it receives a Written Instruction containing terms satisfactory to it in its sole discretionperformance of the Non-Standard Procedure, including without limitation terms constituting additional agreements with respect to feesand conditions regarding appropriate procedures, charges, indemnification and expenses, terms constituting appropriate warranties, representations and covenants, and terms specifying with particularity the course of conduct constituting the Exception Procedurepayment terms. (iiiiv) DTI reserves A Non-Standard Procedure that BNYM agrees to implement in a written instrument executed by the right following receipt of all Fund and BNYM is referred to herein as an “Exception Research Procedure” and not withstanding such receipt to continue to decline BNYM shall obligated to perform a Non-Standard Procedure only to the extent expressly provided for in an Exception Procedure. For the avoidance of doubt, conduct engaged in pursuant to an Exception Procedure for a bona fide legal, commercial or business reasonis included within the conduct described in clause (b) of Section 12(a). (d) The Standard Procedures, DTI Procedures and Exception Procedures are sometimes referred to in this Agreement collectively as the "Written Procedures". (ec) In the event that the Funds request Fund requests documentation, analysis or verification in whatsoever form regarding the commercial reasonableness or industry acceptance of conduct provided for in a Standard Procedure, DTI BNYM will cooperate to furnish such materials as it may have in its possession at the time of the request without cost to the FundsFund, but the Funds agree Fund agrees to reimburse DTI BNYM for all out of pockets costs and expenses incurred, including the costs of legal or expert advice or analysis, in obtaining additional materials in connection with the request. (d) If in the course of acting in accordance with a Non-Standard Procedure, BNYM encounters questions, issues or uncertainty of a legal or other nature as to the appropriate course of conduct under the Non-Standard Procedure, the Fund agrees that any reasonable expenses incurred by BNYM in consulting with third parties, such as, without limitation, attorneys, auditors or accountants, to resolve the questions, issues or uncertainty shall be the responsibility of the Fund to be paid upon being invoiced by BNYM. Prior to engaging any such third party BNYM shall advise the Fund it is doing so and the Fund shall have the option of obtaining such consulting services on its own and providing the results to BNYM. For the avoidance of doubt, conduct engaged in pursuant to this Section 14(d) is included within the conduct described in clause (b) of Section 12(a). Confidential And Proprietary Execution Version