Exhibit 10.3





CUSTODIAN
AGREEMENT



This Agreement is made
as of June 15th, 2021 (this “Agreement”), by and between SILVER SPIKE INVESTMENT CORP., a
corporation organized and existing under the laws of Delaware with its principal place of business at 660 Madison Avenue, New York,
NY 10065 (the “Fund”), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the
“Custodian”).



WITNESSETH:



WHEREAS,the Fund
desires for the Custodian to provide certain custodial services relating to securities and other assets of the Fund; and



WHEREAS,the Custodian is willing
to provide the services upon the terms contained in this Agreement;



SECTION 1. DEFINITIONS. In addition to
terms defined in Section 4.1 (Rule 17f-5 and Rule 17f-7 related definitions) or elsewhere in this Agreement, (a) terms defined in the
UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:



“1940 Act” means the Investment
Company Act of 1940, as amended from time to time.



“Board”
means, in relation to the Fund, the board of directors, trustees or other governing body of the Fund.



“Client Publications” means
the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment
managers.



“Deposit Account
Agreement” means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian
and available on the Custodian’s internet customer portal, “my.statestreet.com”.



“Domestic securities” means securities
held within the United States.



“Foreign securities” means securities
held primarily outside of the United States.



“Fund Interests” means beneficial
interests in the Fund.



“Held outside of the United States”
means not held within the United States.



“Held within the
United States” means (a) in relation to a security or other financial asset, the security or other financial asset (i) is
a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian
or its sub-custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated
security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located
in the United States, or (iii)











has given rise to a security entitlement of which
the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities
intermediary for which the securities intermediary’s jurisdiction is within the United States, and (b) in relation to cash, the
cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank
or trust company’s office located in the United States.



“Investment Advisor” means the
investment manager or investment advisor of the Fund.



“On book currency”
means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department
of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian
to the customer.



“Proper Instructions”
means instructions in accordance with Section 9 received by the Custodian from the Fund, the Fund’s Investment Advisor, or an individual
or organization duly authorized by the Fund or the Investment Advisor. The term includes standing instructions.



“SEC” means the U.S. Securities
and Exchange Commission.



“UCC” means the
Uniform Commercial Code of the Commonwealth of Massachusetts as in effect from time to time.



“Underlying Portfolios” means
a group of investment companies as defined in Section 12(d)(1)(F) of the 1940 Act.



“Underlying Shares” means shares
or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered “investment companies” (as defined
in Section 3(a)(1) of the 1940 Act), whether or not in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii)
of the 1940 Act).



“Underlying Transfer
Agent” means State Street Bank and Trust Company or such other organization which may from time to time be appointed by
the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.



“U.S.
Securities System” means a securities depository or book-entry system authorized by the U.S. Department of the Treasury
or a “clearing corporation” as defined in Section 8-102 of the UCC.



SECTION 2.	EMPLOYMENT OF CUSTODIAN.



SECTION 2.1 GENERAL.
The Fund hereby employs the Custodian as a custodian of (a) securities and cash of each of the Fund and (b) other assets of the Fund that
the Custodian agrees to treat as financial assets. The Fund agrees to deliver to the Custodian (i) all securities and cash of the Fund,
(ii) all other assets of the Fund that it desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii)
all cash and other proceeds of the securities and



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financial assets held in custody under this Agreement.
The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodian’s name on behalf of the
Fund will be custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept an asset for custody hereunder
or to treat any asset that is not a security as a financial asset.



SECTION 2.2 SUB-CUSTODIANS.
Upon receipt of Proper Instructions, the Custodian shall on behalf of the Fund appoint one or more banks, trust companies or other entities
located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions
as may be designated by the Fund in the Proper Instructions. The Custodian may place and maintain the Fund’s foreign securities
with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the
applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian
of the Custodian for purposes of this Agreement.



SECTION 2.3 RELATIONSHIP.
With respect to securities and other financial assets, the Custodian is a securities intermediary and the Fund is the entitlement holder.
With respect to cash maintained in a deposit account and denominated in an “on book” currency, the Custodian is a bank and
the Fund is the bank’s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is
denominated in an “on book” currency, the Custodian is that bank’s customer. The Custodian agrees to treat the claim
to the cash as a financial asset for the benefit of the Fund. The Custodian does not otherwise agree to treat cash as financial
asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement
to the extent that the duties may be varied by agreement under the UCC.



SECTION 3. ACTIVITIES
OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD IN THE UNITED STATES.



SECTION 3.1 HOLDING SECURITIES.
The Custodian may deposit and maintain securities or other financial assets of the Fund in a U.S. Securities System in compliance with
the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of the Fund, the Custodian shall establish
and maintain a segregated account or accounts for and on behalf of the Fund and into which account or accounts may be transferred cash
or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian
shall hold and physically segregate for the account of the Fund all securities and other financial assets held by the Custodian in the
United States, including all domestic securities of the Fund, other than (a) securities or other financial assets maintained in a U.S.
Securities System and (b) Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian
may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian,
as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The
appointment of any agent shall not relieve the Custodian of any of its duties hereunder. The Custodian may at any time or times in its
discretion remove the bank or trust company as the Custodian’s agent.



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SECTION 3.2 REGISTRATION
OF SECURITIES. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered
in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian, or in the name or nominee name of
any agent or any sub-custodian permitted hereby. All securities accepted by the Custodian on behalf of the Fund under the terms of this
Agreement shall be in “street name” or other good delivery form. However, if the Fund directs the Custodian to maintain securities
or other financial assets in “street name,” the Custodian shall utilize reasonable efforts only to timely collect income due
the Fund on the securities and other financial assets and to notify the Fund of relevant issuer actions including, without limitation,
pendency of calls, maturities, tender or exchange offers.



SECTION 3.3 BANK ACCOUNTS.
The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United
States in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian
shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the
account of the Fund, other than cash maintained by the Fund in a deposit account established and used in accordance with Rule 17f-3 under
the 1940 Act. Funds held by the Custodian for the Fund may be deposited by the Custodian to its credit as Custodian in the banking department
of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however,
that (a) every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and (b) each such bank or trust
company and the funds to be deposited with each such bank or trust company shall on behalf of the Fund be approved by vote of a majority
of the Fund’s Board. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the
Custodian only in that capacity.



SECTION 3.4 COLLECTION
OF INCOME. Subject to the domestic securities or other financial assets held in the United States being registered as provided in
Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial
assets and to which the Fund shall be entitled either by law or pursuant to custom in the securities business. The Custodian shall collect
on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the
securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as
and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall
credit income to the Fund as such income is received or in accordance with the Custodian’s then current payable date income schedule.
Any credit to the Fund in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course,
and the Fund may be charged at the Custodian’s applicable rate for time credited.



SECTION 3.5 DELIVERY OUT.
The Custodian shall release and deliver out domestic securities and other financial assets of the Fund held in a U.S. Securities System,
or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the Fund, specifying the domestic
securities or financial assets held in the United States to be delivered out and the person or persons to whom delivery is to be made.
The Custodian shall pay out cash of



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the Fund upon receipt of Proper Instructions on behalf of the Fund,
specifying the amount of the payment and the person or persons to whom the payment is to be made.



SECTION 3.6 DEPOSIT
OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares of the Fund shall be deposited and held in an account or
accounts maintained with an Underlying Transfer Agent. The Custodian’s only responsibilities with respect to the Underlying
Shares shall be limited to the following:



| | 1) | Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer
Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of the
Fund, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Fund.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | Upon receipt of Proper Instructions to purchase Underlying Shares for the account of the Fund, the Custodian
shall pay out cash of the Fund as so directed to purchase the Underlying Shares and record the payment from the account of the Fund on
the Custodian’s books and records.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of
the Fund, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer
from the account of the Fund on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds of the
sale or redemption, record the receipt of the proceeds for the account of the Fund on the Custodian’s books and records.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SECTION 3.7 PROXIES.
The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the
United States of the Fund, if the securities or other financial assets are registered otherwise than in the name of the Fund or a nominee
of the Fund, all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund
such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.



SECTION 3.8 COMMUNICATIONS.
Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the
Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities and other
financial assets being held for the Fund. The Custodian shall transmit promptly to the Fund all written information received by the Custodian
from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the
tender or exchange offer. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian regarding
any class action or other collective litigation relating to Fund securities or other financial assets issued in the United States and
then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account
of the Fund, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation
by the Fund beyond such forwarding of written information received by the Custodian.



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SECTION 4.	PROVISIONS RELATING TO RULES 17F-5 AND 17F-7.



SECTION 4.1. DEFINITIONS.
As used in this Agreement, the following terms have the following meanings:



“Country Risk” means
all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not
limited to risks arising from the country’s political environment, economic and financial infrastructure (including any Eligible
Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation
or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of
securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules;
and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.



“Covered Foreign Country”
means a country listed on Schedule A, which list of countries may be amended from time to time at the request of the Fund and with the
agreement of the Foreign Custody Manager.



“Eligible Foreign Custodian” has the meaning
set forth in section (a)(1) of Rule 17f-5.



“Eligible Securities Depository” has the
meaning set forth in section (b)(1) of Rule 17f-7.



“Foreign Assets” means
any of the Fund’s securities or other investments (including foreign currencies) for which the primary market is outside the United
States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Fund in those investments.



“Foreign Custody Manager” has the meaning
set forth in section (a)(3) of Rule 17f-5.



“Foreign Securities System” means an Eligible
Securities Depository listed on Schedule B.



“Rule 17f-5” means Rule 17f-5 promulgated
under the 1940 Act.



“Rule 17f-7” means Rule 17f-7 promulgated
under the 1940 Act.



SECTION 4.2.       THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.



4.2.1.       DELEGATION. The
Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities
set forth in this Section 4.2 with respect to Foreign Assets of the Fund held outside the United States. The Custodian hereby accepts
such delegation. By giving at least 30 days’ prior written notice to the Fund, the Foreign Custody Manager may withdraw its acceptance
of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal,
the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund generally or, as the case may
be, with respect to the Covered Foreign Country so designated.



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4.2.2.       EXERCISE
OF CARE AS FOREIGN CUSTODY MANAGER. The Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities.



4.2.3.       FOREIGN CUSTODY
ARRANGEMENTS. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect
to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible
Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Fund with respect to the Covered
Foreign Country. The list of Eligible Foreign Custodians may be amended from time to time upon notice in the sole discretion of the
Foreign Custody Manager. This Agreement constitutes a Proper Instruction by the Fund to open an account, and to place and maintain
Foreign Assets, for the Fund in each applicable Covered Foreign Country. The Fund shall satisfy the account opening requirements for
the Covered Foreign Country, and the delegation for the Covered Foreign Country will not be considered to have been accepted by the
Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign
Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be
the Foreign Custody Manager with respect to the Fund for the Covered Foreign Country.



4.2.4.       SCOPE OF DELEGATED
RESPONSIBILITIES: Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets
in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign
Custody Manager shall determine that (a) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians
in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1) and (b) the contract between the Foreign
Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2).
The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible
Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. If the Foreign Custody Manager determines
that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify
the Fund.



4.2.5.       REPORTING REQUIREMENTS.
The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of
Foreign Assets with another Eligible Foreign Custodian by providing to the Fund’s Board an amended Schedule A at the end of the
calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements
of the Fund described in this Section 4.2, make a written report to the Board containing a notification of the change.



4.2.6.       REPRESENTATIONS.
The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. The Fund represents
to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the



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Custodian to perform the responsibilities delegated
pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Fund, and (b) considered and determined to accept such
Country Risk as is incurred by placing and maintaining the Foreign Assets of the Fund in each Covered Foreign Country.



4.2.7.       TERMINATION
BY THE FUND OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. By giving at least 30 days’ prior written notice to the Custodian,
the Fund may terminate the delegation to the Custodian as the Foreign Custody Manager for the Fund. Following the termination, the Custodian
shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund.



SECTION 4.3.      MONITORING OF ELIGIBLE SECURITIES DEPOSITORIES.
The Custodian shall (a) provide the Fund or its Investment Advisor with an analysis of the custody risks associated with maintaining assets
with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor
such risks on a continuing basis and promptly notify the Fund or its Investment Advisor of any material change in such risks, in accordance
with Section (a)(1)(i)(B) of Rule 17f-7.



SECTION 5. ACTIVITIES
OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD OUTSIDE THE UNITED STATES.



SECTION 5.1.      HOLDING SECURITIES.
Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in
a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered
Foreign Country. The Custodian shall identify on its books as belonging to the Fund the foreign securities and other financial assets
held by each Eligible Foreign Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets
for all of its customers, including the Fund, with any Eligible Foreign Custodian in an account that is identified as the Custodian’s
account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or
other financial assets of th Fund maintained in the account shall identify those securities and other financial assets as belonging to
the Fund and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that
securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign
Custodian or of other customers of the Eligible Foreign Custodian.



SECTION 5.2. REGISTRATION
OF FOREIGN SECURITIES. Foreign securities and other financial assets held outside of the United States maintained in the custody of
an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the Fund or in the name of the Custodian
or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. The Fund agrees to hold any such
nominee harmless from any liability as a holder of record of the foreign securities or other financial assets. The Custodian or an Eligible
Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of the Fund under the terms of this
Agreement unless the form of the securities or other



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financial assets and the manner in which they
are delivered are in accordance with local market practice.



SECTION 5.3.       INDEMNIFICATION
BY ELIGIBLE FOREIGN CUSTODIANS. Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the
extent possible, require the Eligible Foreign Custodian to indemnify and hold harmless the Custodian from and against any loss, cost
or expense arising out of or in connection with the Eligible Foreign Custodian’s performance of its obligations. At the Fund’s
election, the Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign
Custodian as a consequence of any such loss, cost or expense if and to the extent that the Fund has not been made whole for the loss,
cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name.



SECTION 5.4 BANK ACCOUNTS.



5.4.1.     
GENERAL. The Custodian shall identify on its books as for the account of the Fund the amount of cash (including cash denominated
in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet.
The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance
for the Fund of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian
outside the United States on behalf of the Fund with an Eligible Foreign Custodian. The Custodian shall not maintain the cash deposit
on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Fund. All deposit accounts referred
to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant
to the terms of this Agreement. Cash maintained in a deposit account and denominated in an “on book” currency will be maintained
under and subject to the laws of the Commonwealth of Massachusetts. The Custodian will not have any deposit liability for deposits in
any currency that is not an “on book” currency.



5.4.2.      NON-U.S. BRANCH AND NON-U.S. DOLLAR DEPOSITS.
In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at a non-U.S.
branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit
or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war,
insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military
or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or
revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or
(c) the closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property
of the Custodian.



SECTION 5.5.      COLLECTION
OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign
Assets held hereunder to which the Fund shall be entitled. If extraordinary measures are required to collect the income or payment, the
Fund and the Custodian shall consult as to such measures and as to the



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compensation and expenses of the Custodian relating
to such measures. The Custodian shall credit income to the Fund as such income is received or in accordance with the Custodian’s
then current payable date income schedule. Any credit to the Fund in advance of receipt may be reversed when the Custodian determines
that payment will not occur in due course, and the Fund may be charged at the Custodian’s applicable rate for time credited. Income
on securities or other financial assets loaned other than from the Custodian’s securities lending program shall be credited as received.



SECTION 5.6. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.



5.6.1.      DELIVERY OUT. The
Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the
United States owned by the Fund and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account,
only upon receipt of Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery
is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System
to pay out, cash of the Fund only upon receipt of Proper Instructions specifying the amount of the payment and the person or persons to
payment is to be made.



5.6.2.      MARKET CONDITIONS.
Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of
the Fund and delivery of Foreign Assets maintained for the account of the Fund may be effected in accordance with the customary established
securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without
limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with
the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer.



5.6.3.      SETTLEMENT PRACTICES.
The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian
employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise
Schedule C from time to time, but no revision shall result in the Board being provided with substantively less information than had been
previously provided on Schedule C.



SECTION 5.7.      SHAREHOLDER OR BONDHOLDER RIGHTS. The
Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights with
respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical
constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize Broadridge
Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise
of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and
other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder and bondholder rights.



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SECTION 5.8.      COMMUNICATIONS.
The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian through Eligible
Foreign Custodians from issuers of the foreign securities and other financial asset assets being held outside the United States for the
account of the Fund. The Custodian shall transmit promptly to the Fund written information with respect to materials so received by the
Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange
offer. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Eligible Foreign
Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the
account of the Fund regarding any class action or other collective litigation relating to the Fund’s foreign securities or other
financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the
term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Fund, including, but not limited to,
opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by the Fund beyond such forwarding
of written information received by the Custodian.



SECTION 6.      FOREIGN EXCHANGE.



SECTION 6.1.      GENERALLY.
Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate
the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services
provided by the Custodian under this Agreement.



SECTION 6.2.      FUND ELECTIONS.
The Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third
parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State
Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund
or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange
service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to
direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable
sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to
the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian
shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign
exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution
rate on any such transaction.



SECTION 6.3.      FUND ACKNOWLEDGEMENT
The Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting
on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:



| | (i) | shall be acting in a principal capacity and not as broker, agent
or fiduciary to the Fund or its Investment Advisor;
| | --- | --------------------------------------------------------------------------------------------------------------------



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| | (ii) | shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose
any such profit to the Fund or its Investment Advisor; and
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing
or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign
exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange
execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SECTION 6.4.      TRANSACTIONS
BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund
(or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the
same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under
this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable,
the Fund or the Investment Advisor.



Section 7.      TAX SERVICES.



SECTION 7.1.      FUND INFORMATION.
The Fund will provide documentary evidence of its tax domicile, organizational specifics and other documentation and information as may
be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling
or treatment to which the Fund may be entitled that is not applicable to the general nationality and category of person to which the Fund
belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Fund engages
or proposes to engage in investment activity or where Fund assets are or will be held. The provision of such documentation and information
shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation and
information, the Fund represents and warrants that it is true and correct in all material respects and that it will promptly provide the
Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information
supplied.



SECTION 7.2.      TAX RESPONSIBILITY.
The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect
to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the
Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required
to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend,
interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security
held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the
Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The
Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Fund, other than
those Tax services as set out specifically in this



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Section 7.      The Fund agrees that the Custodian
is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes”
means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any
addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement,
or (iii) the Fund.



SECTION 7.3.      TAX RELIEF.
The Custodian will provide tax relief services in relation to designated markets as may be specified from time to time in the Client Publications.
Subject to the preceding sentence and compliance by the Fund with its obligations under Section 7.1, the Custodian will apply for a reduction
of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on securities
for the benefit of the Fund. Unless otherwise informed by the Fund, the Custodian shall be entitled to apply categorical treatment of
the Fund according to its nationality, particulars of its organization and other relevant details supplied by the Fund.



SECTION 8.	      PAYMENTS FOR SALES OR REDEMPTIONS OF FUND INTERESTS.



SECTION 8.1.      PAYMENT FOR
FUND INTERESTS ISSUED. The Custodian shall receive from the distributor of Fund Interests of the Fund or from the Fund’s transfer
agent (the “Transfer Agent”) and deposit into the account of the Fund such payments as are received for Fund
Interests issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent
of any receipt of the payments by the Custodian.



SECTION 8.2.      PAYMENT FOR
FUND INTERESTS REDEEMED. Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of the Fund to
the extent available for payment to holders of Fund Interests who have delivered to the Transfer Agent a request for redemption of their
Fund Interests. The Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the
holder’s Fund Interests and the check is drawn on the Custodian, the Custodian shall honor the check so long as the check is presented
to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time
to time between the Fund and the Custodian.



SECTION 9.      PROPER INSTRUCTIONS.



SECTION 9.1.      FORM AND SECURITY
PROCEDURES. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication
or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and
utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the individual or organization
giving the instruction, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian.
The Custodian may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. The Fund
shall cause all oral instructions to be confirmed in writing, but the Fund’s failure to do so shall not affect the Custodian’s
authority to rely on the oral instructions.



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Section 9.2 RELIANCE ON
OFFICER’S CERTIFICATE. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate,
the Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority
of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument
on behalf of the Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in
full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable
time to act thereon.



Section 9.3 UNTIMELY PROPER
INSTRUCTIONS. If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction
not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper
Instruction but will not be responsible or liable if the Custodian’s efforts are not successful (including any inability to change
any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent
(or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify
its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled
and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent.



SECTION 10. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.



The Custodian may in its discretion, without express
authority from the Fund on behalf of the Fund:



| | 1) | Make payments to itself or others for minor expenses of handling securities or other financial assets
relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | Surrender securities or other financial assets in temporary form for securities or other financial assets
in definitive form;
| | -- | -----------------------------------------------------------------------------------------------------------------------------



| | 3) | Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and
| | -- | -----------------------------------------------------------------------------------------------------



| | 4) | In general, attend to all non-discretionary details in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities and other financial assets of the Fund except as otherwise directed by the applicable
Board.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SECTION 11. RECORDS.



The Custodian shall with respect to the Fund create
and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of
the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2



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thereunder. All such records shall be the property
of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers,
employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund’s request, supply the Fund
with a tabulation of securities owned by the Fund and held by the Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. In the event
that the Custodian is requested or authorized by the Fund, or required by subpoena, administrative order, court order or other legal process,
applicable law or regulation, or required in connection with any investigation, examination or inspection of the Fund by state or federal
regulatory agencies, to produce the records of the Fund or the Custodian’s personnel as witnesses, the Fund agrees to pay the Custodian
for the Custodian’s time and expenses, as well as the fees and expenses of the Custodian’s counsel, incurred in responding
to such request, order or requirement.



SECTION 12. FUND’S INDEPENDENT ACCOUNTANTS; REPORTS.



SECTION 12.1 OPINIONS.
The Custodian shall take all reasonable action, as the Fund may from time to time request, to obtain from year to year favorable opinions
from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s
Form N-1A or Form N-2, as applicable, and Form N-CEN or other annual reports to the SEC and with respect to any other requirements thereof.



SECTION 12.2 REPORTS.
Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodian’s Service Organizational Control
(SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly
Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide
the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of
the 1940 Act or similar legal and regulatory requirements.



SECTION 13. CUSTODIAN’S STANDARD OF CARE; EXCULPATION.



13.1        STANDARD
OF CARE. In carrying out the provisions of this Agreement, the Custodian shall act in good faith and without negligence and
shall be held to the exercise of reasonable care.



13.2       
RELIANCE ON PROPER INSTRUCTIONS. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the
Custodian has received notice of any change from the Fund and has had a reasonable time to act thereon. The Custodian may act on a Proper
Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until
such time that it has determined, in its sole discretion, that is has received any required clarification or authentication of Proper
Instructions. The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice,
request, consent, certificate or other instrument or paper believed by it in good faith to be genuine and to have been properly executed
by or on behalf of the Fund.



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13.3       
OTHER RELIANCE. The Custodian is authorized and instructed to rely upon the information that the Custodian receives from the Fund
or any third party on behalf of the Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with
respect to the accuracy or completeness of any information supplied to it by or on behalf of the Fund. The Custodian shall have no liability
in respect of any loss, cost or expense incurred or sustained by the Fund arising from the performance of the Custodian’s duties
hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior
to the Custodian’s appointment as custodian hereunder. The Custodian shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to
the advice.



13.4       
LIABILITY FOR FOREIGN CUSTODIANS. The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian to the
same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the
established local market practices and laws prevailing in the particular jurisdiction in which the Fund elects to invest.



13.5       
INSOLVENCY AND COUNTRY RISK. The Custodian will have no liability for losses, costs or expenses resulting from the insolvency or
other financial default of an Eligible Foreign Custodian that is not an affiliate of the Custodian, except to the extent that such losses,
costs or expenses are caused by the failure of the Custodian to exercise reasonable care, prudence and diligence in selecting and monitoring
the Eligible Foreign Custodian. The Custodian will have no liability for any loss, cost or expense incurred or sustained by a Fund or
Portfolio resulting from or caused by Country Risk.



13.6        FORCE
MAJEURE AND THIRD PARTY ACTIONS. The Custodian shall be without responsibility or liability to the Fund for: (a) events or circumstances
beyond the reasonable control of the Custodian, including, without limitation, the interruption, suspension or restriction of trading
on or the closure of any currency or securities market or system, power or other mechanical or technological failures or interruptions,
computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other
similar force majeure events or acts; (b) errors by the Fund, its Investment Advisor or any other duly authorized person in their instructions
to the Custodian; (c) the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer
Agent or domestic sub-custodian designated pursuant to Section 2.2; (d) the failure of the Fund, its Investment Advisor, or any duly
authorized individual or organization to adhere to the Custodian’s operational policies and procedures; (e) any delay or failure
of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing
system to deliver to the Custodian’s sub-custodian or agent securities or other financial assets purchased or in the remittance
or payment made in connection with securities or other financial assets sold; (f) any delay or failure of any organization in charge
of registering or transferring securities or other financial assets in the name of the Custodian, the Fund, the Custodian’s sub-custodians,
nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to
perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S.
Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order of the United States
of America,



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or any state thereof, or any other country, or political subdivision
thereof or of any court of competent jurisdiction.



13.7        INDIRECT/SPECIAL/CONSEQUENTIAL
DAMAGES. Notwithstanding any other provision set forth herein, in no event shall the Custodian be liable for any special, indirect,
incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the
services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages.



13.8       
DELIVERY OF PROPERTY. The Custodian shall not be responsible for any securities or other assets of the Fund which are not received
by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title,
validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this
Agreement.



13.9       
NO INVESTMENT ADVICE. The Custodian has no responsibility to monitor or oversee the investment activity undertaken by the Fund
or its Investment Advisor. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment
objectives or restrictions agreed upon between the Fund and the Investment Advisor or whether the Investment Advisor complies with its
legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian
shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by the Fund.



13.10    
COMMUNICATIONS. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in
connection with securities or other financial assets of the Fund at any time held by the Custodian unless (a) the Custodian or the Eligible
Foreign Custodian is in actual possession of such foreign securities or other financial assets, (b) the Custodian receives Proper Instructions
with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have
been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power.



13.11    
LOANED SECURITIES. Income due to the Fund on securities or other financial assets loaned shall be the responsibility of the Fund.
The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide
the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of
the income to which the Fund is entitled.



13.12    
TRADE COUNTERPARTIES. The Fund’s receipt of securities or other financial assets from a counterparty in connection with any
of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other
financial assets will be at the Fund’s sole risk, and the Custodian shall not be obligated to make demands on the Fund’s behalf
if the Fund’s counterparty defaults. If the Fund’s counterparty fails to deliver securities, other financial assets or cash,
the Custodian will, as its sole responsibility, notify the



-17-





Fund’s Investment Advisor of the failure
within a reasonable time after the Custodian became aware of the failure.



SECTION 14. COMPENSATION AND INDEMNIFICATION OF CUSTODIAN; SECURITY
INTEREST.



SECTION 14.1 COMPENSATION.
The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between the
Fund and the Custodian.



SECTION 14.2 INDEMNIFICATION.
The Fund agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or
incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in good faith and without negligence, including,
without limitation, (a) the Custodian’s compliance with Proper Instructions and (b) in connection with the provision of services
to the Fund pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and
refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Fund or the Custodian as
custodian of the assets of the Fund. If the Fund instructs the Custodian to take any action with respect to securities or other financial
assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned
to the Fund being liable therefor, the Fund, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the
Custodian’s request such further indemnification in an amount and form satisfactory to the Custodian.



SECTION 14.3 SECURITY INTEREST.
The Fund hereby grants to the Custodian, to secure the payment and performance of the Fund’s obligations under this Agreement, whether
contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial
assets at any time held for the account of the Fund by or through the Custodian. The obligations include, without limitation, the Fund’s
obligations to reimburse the Custodian if the Custodian or any of its affiliates, subsidiaries or agents advances cash or securities or
other financial assets to the Fund for any purpose (including but not limited to settlements of securities or other financial assets,
foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from
its or its nominee’s own negligence, as well as the Fund’s obligation to compensate the Custodian pursuant to Section 14.1
or indemnify the Custodian pursuant to Section 14.2. Should the Fund fail to reimburse or otherwise pay the Custodian any obligation under
this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable
law, including the right to utilize available cash and to sell or otherwise dispose of the Fund’s assets to the extent necessary
to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities
or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions,
the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund's payment or reimbursement
obligations, whether contingent or otherwise.



SECTION 15. EFFECTIVE PERIOD AND TERMINATION.



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SECTION 15.1 TERM.
This Agreement shall remain in full force and effect for an initial term ending June 1, 2024. After the expiration of the Initial Term,
this Agreement shall automatically renew for successive one-year terms unless a written notice of non-renewal is delivered by the non-renewing
party no later than ninety (90) days prior to the expiration of the initial term or any renewal term, as the case may be. A written notice
of non-renewal may be given as to the Fund.



SECTION 15.2 TERMINATION. Either party may terminate
this Agreement as to the Fund: (a) in the event of the other party’s material breach of a material provision of this Agreement that
the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching
party, within 60 days’ written notice being given by the non-breaching party of the breach, or (b) in the event of the appointment
of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or
proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.



SECTION 15.3 PAYMENTS OWING
TO THE CUSTODIAN. Upon termination of this Agreement pursuant to Section 15.1 or 15.2 the Fund shall pay to the Custodian any compensation
then due and shall reimburse the Custodian for its other fees, expenses and charges. In the event of: (a) the Fund's termination of this
Agreement for any reason other than as set forth in Section 15.1 or 15.2, or (b) a transaction not in the ordinary course of business
pursuant to which the Custodian is not retained to continue providing services hereunder to the Fund (or its respective successor), the
Fund shall pay to the Custodian any compensation due through the end of the then-current term (based upon the average monthly compensation
previously earned by the Custodian with respect to the Fund) and shall reimburse the Custodian for its other fees, expenses and charges.
Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund’s cash and its securities and other financial
assets as set forth in Section 16.



SECTION 15.4 EXCLUSIONS.
No payment will be required pursuant to clause (b) of Section 15.3 in the event of any transaction consisting of (a) the liquidation or
dissolution of the Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business
judgment that the Fund is no longer viable, (b) a merger of the Fund into, or the consolidation of the Fund with, another organization
or series, or (c) the sale by the Fund of all or substantially all of its assets to another organization or series and, in the case of
a transaction referred to in the foregoing clause (b) or (c) the Custodian is retained to continue providing services to the Fund (or
its respective successor) on substantially the same terms as this Agreement.



SECTION 15.5 EFFECT OF
TERMINATION. Following termination, the Custodian shall have no further responsibility to forward information under Section 3.8 or
5.8. The provisions of Sections 7, 13, 14 and 16 of this Agreement shall survive termination of this Agreement.



SECTION 16. SUCCESSOR CUSTODIAN.



SECTION 16.1 SUCCESSOR
APPOINTED. If a successor custodian shall be appointed for the Fund by its Board, the Custodian shall, upon termination of this Agreement
and receipt of Proper



-19-







Instructions, deliver to the successor custodian
at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of
the Fund then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other
financial assets of the Fund held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.



SECTION 16.2 NO SUCCESSOR
APPOINTED. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions,
deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Fund in accordance with
the Proper Instructions.



SECTION 16.3 NO SUCCESSOR APPOINTED AND NO PROPERTY INSTRUCTIONS.
If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination
of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined
in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and
other financial assets of the Fund then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all
of the securities and other financial assets of the Fund held in any U.S. Securities System or Foreign Securities System or at the Underlying
Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate
with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian,
in connection with the transfer shall be for the account of the Fund.



SECTION 16.4 REMAINING
PROPERTY. If any cash or any securities or other financial assets of the Fund held by the Custodian hereunder remain held by the Custodian
after the termination of this Agreement owing to the failure of the Fund to provide Proper Instructions, the Custodian shall be entitled
to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the
existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions
of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during
such period.



SECTION 16.5 RESERVES.
Notwithstanding the foregoing provisions of this Section 16, the Custodian may retain cash or securities or other financial assets of
the Fund as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Fund secured
by a security interest or right of recoupment or setoff in favor of the Custodian.



SECTION 17. REMOTE ACCESS SERVICES ADDENDUM.
The Custodian and the Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.



SECTION 18. LOAN SERVICES ADDENDUM. If
the Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan
Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time
to time in writing by the Fund and the Custodian.



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SECTION 19. GENERAL.



SECTION 19.1 GOVERNING
LAW. Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed
by and construed in accordance with laws of the Commonwealth of Massachusetts, without giving effect to any conflict of laws rules. Likewise,
the law applicable to all issues in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in respect of Securities
Held with an Intermediary is the law in force in the Commonwealth of Massachusetts.



SECTION 19.2 PRIOR AGREEMENTS;
AMENDMENTS. This Agreement supersedes all prior agreements between the Fund and the Custodian relating to the custody of the Fund’s
assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.



SECTION 19.3 ASSIGNMENT;
DELEGATION. This Agreement may not be assigned by (a) the Fund without the written consent of the Custodian or (b) the Custodian without
the written consent of the Fund, except that the Custodian may assign this Agreement to a successor of all or a substantial portion of
its business, or to an affiliate of the Custodian.



The Custodian shall have the
right, without the consent or approval of the Fund, to employ agents, subcontractors, consultants and other third parties, whether affiliated
or unaffiliated, to provide or assist it in the provision of any part of the services provided pursuant to this Agreement other than services
required by applicable law to be performed by an Eligible Foreign Custodian, U.S. Securities System or Foreign Securities System (each,
a “Delegate” and collectively, the “Delegates”) without the consent or approval of
the Fund. The Custodian shall be responsible for the services delivered by, and the acts and omissions of, any such Delegate as if the
Custodian had provided such services and committed such acts and omissions itself. Unless otherwise agreed in a written fee schedule,
the Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate
include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have
no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The Custodian will provide
the Fund with information regarding its global operating model for the delivery of the services provided hereunder on a quarterly or other
periodic basis, which information shall include the identities of Delegates affiliated with the Custodian that perform or may perform
parts of the services (excluding services performed by Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems),
and the locations from which such Delegates perform services, as well as such other information about its Delegates as the Fund may reasonably
request from time to time. Nothing in this paragraph shall limit or restrict the Custodian’s right to use affiliates or third parties
to perform or discharge, or assist it in the performance or discharge, of any obligations or duties under this Agreement other than the
provision of the services.



SECTION 19.4 INTERPRETIVE AND ADDITIONAL PROVISIONS.
In connection with the operation of this Agreement, the Custodian and the Fund may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement.
Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional



-21-







provisions shall contravene any applicable laws
or regulations or any provision of the Fund’s organic record and Prospectus. No interpretive or additional provisions made as provided
in the preceding sentence shall be an amendment of this Agreement.



SECTION 19.5 THE PARTIES; REPRESENTATIONS AND WARRANTIES.



19.5.1 FUND REPRESENTATIONS
AND WARRANTIES. The Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its
jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and
perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no
legal or administrative proceedings have been instituted or threatened which would materially impair the Fund’s ability to perform
its duties and obligations under this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material
conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.



19.5.2 CUSTODIAN REPRESENTATIONS AND WARRANTIES.	The
Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth
of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all
requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings
have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under
this Agreement; and (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement
or obligation of the Custodian or any law or regulation applicable to it.



SECTION 19.6 NOTICES.
Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in
writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties
at the following addresses or such other addresses as may be notified by any party from time to time.



|To the Fund: | Silver Spike Investment Corp.
|------------ | -----------------------------
|             | 660 Madison Avenue           
|             | New York, NY 10065           
|             | Attention: Rich Petrocelli   
|             | Telephone: 646.515.3645      





|To the Custodian: | STATE STREET BANK AND TRUST COMPANY
|----------------- | -----------------------------------
|                  | 801 Pennsylvania Ave.              
|                  | Kansas City, MO 64105              
|                  | Attention: Tyler Saunders          
|                  | Telephone: 816-871-9240            

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|with a copy to: | STATE STREET BANK AND TRUST COMPANY                         
|--------------- | ------------------------------------------------------------
|                | Legal Division – Global Services Americas                   
|                | One Lincoln Street                                          
|                | Boston, MA 02111                                            
|                | Attention: Senior Vice President and Senior Managing Counsel



SECTION 19.7 COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken
together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted
form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in
electronically transmitted form.



SECTION 19.8 SEVERABILITY;
NO WAIVER. If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence
to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy
under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no
single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the
exercise of any other right or remedy.



SECTION 19.9 CONFIDENTIALITY.
All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving
Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 19.10
below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties,
by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging
the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its affiliates,
including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.
The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available,
other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information
provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding,
investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by
operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or
its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments
included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of
the party providing the information, which consent shall not be unreasonably withheld.



SECTION 19.10 USE OF DATA.



(a) In connection with the
provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this
Section 19.10



-23-





includes each of its parent company, branches
and affiliates (“Affiliates”)) may collect and store information regarding the Fund and share such information
with its Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services
contemplated under this Agreement and other agreements between the Fund and the Custodian or any of its Affiliates and (ii) to carry out
management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal
and regulatory compliance and client service management.



(b)         Subject
to paragraph (d) below, the Custodian and/or its Affiliates may use any Confidential Information of the Fund (“Data”) obtained
by such entities in the performance of their services under this Agreement or any other agreement between the Fund and the Custodian
or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Fund to develop, publish or otherwise
distribute to third parties certain investor behavior “indicators” or “indices” that represent broad trends in
the flow of investment funds into various markets, sectors or investment instruments (collectively, the “Indicators”), but
only so long as (i) the Data is combined or aggregated with (A) information of other customers of the Custodian and/or (B) information
derived from other sources, in each case such that the Indicators do not allow for attribution or identification of such Data with the
Fund, (ii) the Data represents less than a statistically meaningful portion of all of the data used to create the Indicators and (iii)
the Custodian publishes or otherwise distributes to third parties only the Indicators and under no circumstance publishes, makes available,
distributes or otherwise discloses any of the Data to any third party, whether aggregated, anonymized or otherwise, except as expressly
permitted under this Agreement.



(c)          
The Fund acknowledges that the Custodian may seek to realize economic benefit from the publication or distribution of the Indicators.



(d)          
Except as expressly contemplated by this Agreement, nothing in this Section 19.10 shall limit the confidentiality and data-protection
obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent
or service provider to which it has disclosed Data pursuant to this Section 19.10 to comply at all times with confidentiality and data-protection
obligations as if it were a party to this Agreement.



SECTION 19.11 DATA PRIVACY.
The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard
the personal information of the Funds’ shareholders, employees, directors and officers that the Custodian receives, stores, maintains,
processes or otherwise accesses in connection with the provision of services hereunder. The term, “personal information”,
as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone
number plus (i) Social Security number, (ii) driver’s license number, (iii) state identification card number, (iv) debit
or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s
account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account.
The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government
records lawfully made available to the general public.



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SECTION 19.12 REPRODUCTION
OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced
by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall
be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence
and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.



SECTION 19.13 REGULATION
GG. The Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined
in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business.
In accordance with Regulation GG, the Fund is hereby notified that “restricted transactions,” as such term is defined in Section
233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among
any party hereto.



SECTION 19.14 SHAREHOLDER COMMUNICATIONS ELECTION.
SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond
to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the
bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be
applicable, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and
share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian “no,” the Custodian
will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either
“yes” or “no” below, the Custodian is required by the rule, as applicable, to treat the Fund as consenting to
disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s
protection, the Rule, as applicable, prohibits the requesting company from using the Fund’s name and address for any purpose other
than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.



| | YES [X] | The Custodian is authorized to release the Fund’s name,
address, and share positions.
| | ------- | -------------------------------------------------------------------------------------





| | NO [   ] | The Custodian is not authorized to release the Fund’s
name, address, and share positions.
| | -------- | -----------------------------------------------------------------------------------------





[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]



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IN WITNESS WHEREOF, each of the parties has caused
this instrument to be executed in its name and behalf by its duly authorized representative(s) as of the date set forth above.



| | SILVER SPIKE INVESTMENT CORP.
| | -----------------------------
| |                              
| | By:                          
| |                              
| |                              





| | STATE STREET BANK AND TRUST COMPANY
| | -----------------------------------
| |                                    
| | By:                                
| |                                    
| |                                    



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REMOTE
ACCESS SERVICES ADDENDUM

TO
CUSTODIAN AGREEMENT



ADDENDUM to that certain CUSTODIAN
AGREEMENT (the “Custodian Agreement”) by and among Silver Spike Investment Corp. (the “Customer”) and
State Street Bank and Trust Company, including its subsidiaries and affiliates (“State Street”).



State Street has developed
and/or utilizes proprietary or third-party accounting and other systems in conjunction with the services that State Street provides to
the Customer. In this regard, State Street maintains certain information in databases under its ownership and/or control that it makes
available to its customers (the “Remote Access Services”).



The Services



State Street agrees to provide the Customer, and
its designated investment advisors, consultants or other third parties who agree to abide by the terms of this Addendum (“Authorized
Designees”) with access to State Street proprietary and third-party systems as may be offered by State Street from time to time
(each, a “System”) on a remote basis.



Security Procedures



The Customer agrees to comply, and to cause its
Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control
requirements and other security devices and procedures as may be issued or required from time to time by State Street or its third-party
vendors for use of the System and access to the Remote Access Services. The Customer is responsible for any use and/or misuse of the System
and Remote Access Services by its Authorized Designees. The Customer agrees to advise State Street immediately in the event that it learns
or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends
to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief.
The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State
Street and State Street may restrict access of the System and Remote Access Services by the Customer or any Authorized Designee for security
reasons or noncompliance with the terms of this Addendum at any time.



Fees



Fees and charges for the use of the System and
the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the
parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency
by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value
added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street).
Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.



-27-







Proprietary Information/Injunctive Relief



The System and Remote Access Services described
herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems,
software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other
information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and
all copyrights, patents, trade secrets and other proprietary and intellectual property rights of State Street and third-party vendors
related thereto are the exclusive, valuable and confidential proprietary property of State Street and its relevant licensors and third-party
vendors (the “Proprietary Information”). The Customer agrees on behalf of itself and its Authorized Designees to keep the
Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality)
who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain
or required by law to be made public.



The Customer agrees to use the Remote Access Services
only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees
not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System
or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum,
(iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of
State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third-party sources,
available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use
for or on behalf of the Customer, as State Street’s customer.



The Customer agrees that neither it nor its Authorized
Designees will modify the System in any way, enhance, copy or otherwise create derivative works based upon the System, nor will the Customer
or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.



The Customer acknowledges that the disclosure
of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise
to continuing irreparable injury to State Street or its third-party licensors and vendors inadequately compensable in damages at law and
that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing
undertakings, in addition to any other legal remedies which may be available.



Limited Warranties



State Street represents and warrants that it is
the owner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because
of the nature of computer information technology including, but not limited to the use of the Internet, and the necessity of relying upon
third-party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided
“AS IS” without warranty express



-28-







or implied including as to availability of the
System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services
and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street
and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect,
special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services,
nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s
control.



EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM,
STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE
SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY
OR FITNESS FOR A PARTICULAR PURPOSE.



Infringement



State Street will defend or, at its option,
settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of
State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or
copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such
claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control
over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s
opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade
secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue
using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street
proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the
sole remedy to the Customer for the matters described in this section.



Termination



Either party to the Custodian Agreement may terminate
this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case
of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street
of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving
the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination
of any service agreement applicable to the Customer. The Customer’s use of any third-party System is contingent upon its compliance
with any terms of use of such system imposed by such third party and State Street’s continued access to, and use of, such third-party
system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information
in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services.
The foregoing



-29-







provisions with respect to confidentiality and
infringement will survive termination for a period of three (3) years.



Miscellaneous



This Addendum constitutes the entire understanding
of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be
modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts.



By its execution of the Custodian Agreement, the
Customer: (a) confirms to State Street that it informs all Authorized Designees of the terms of this Addendum; (b) accepts responsibility
for its and its Authorized Designees’ compliance with the terms of this Addendum; and (c) indemnifies and holds State Street harmless
from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities arising from any failure
of the Customer or any of its Authorized Designees to abide by the terms of this Addendum.



-30-







LOAN SERVICES ADDENDUM

TO
CUSTODIAN AGREEMENT



ADDENDUM to that certain Custodian Agreement (the “Custodian
Agreement”) by and among SILVER SPIKE INVESTMENT CORP. (the “Company”) and STATE STREET BANK AND
TRUST COMPANY, including its subsidiaries and other affiliates (the “Custodian”).



The following provisions will
apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and
whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired
by the Company on behalf of one or more of its Accounts.



SECTION 1. PAYMENT CUSTODY.
If the Company wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the
Custodian for the Company under the Custodian Agreement,



(a)          
the Company will cause the Custodian to be named as the Company’s nominee for payment purposes under the relevant financing documents,
e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian
of the payments with respect to the Loan; and



(b)          
the Custodian will credit to the bank account maintained by the Custodian for the Company under the Custodian Agreement any payment on
or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being
conditional upon clearance and actual receipt by the Custodian of final payment.



SECTION 2. MONITORING. If the Company wishes
the Custodian to monitor payments on and forward notices relating to a Loan,



(a)          
the Company will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled
principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect
to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”)
and in such form and format as the Custodian may reasonably request; and



(b)          
the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian
on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Company that the
payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any
syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Company.



SECTION 3. EXCULPATION OF THE CUSTODIAN.



(a)       Payment Custody
and Monitoring.The Custodian will have no liability for any delay



-31-







or failure by the Company or any third party in
providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no
obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other
information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information
provided to it by or on behalf of the Company or any other information or notices that the Custodian may receive from time to time from
any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such
information or notices as may from time to time be received by the Custodian.



(b) Any Service. The
Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Company
to have acquired good or record title to a Loan, (ii) ensure that the Company’s acquisition of the Loan has been authorized by the
Company, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation
in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice
received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations
of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect
to the Loan.



(c) Miscellaneous.
The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Company, unless and except
to the extent that the Custodian shall have received written notice of the sale from the Company and the proceeds of the sale have been
received by the Custodian for credit to the bank account maintained by the Custodian for the Company under the Custodian Agreement. If
any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Company and
will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Company. The Custodian
will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions.
The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.





-32-