Exhibit
10.44




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TABLE OF CONTENTS
 Page1.
    
    DEFINITIONS
    
    
    12.
    
    APPOINTMENT OF CUSTODIAN AND DESIGNATION OF ACCOUNTS
    
    
    33.
    
    DUTIES OF THE CUSTODIAN
    
    
    44.
    
    REPORTING
    
    
    105.
    
    [INTENTIONALLY OMITTED]
    
    
    116.
    
    COMPENSATION OF CUSTODIAN
    
    
    117.
    
    APPOINTMENT OF AGENTS
    
    
    118.
    
    DEPOSIT IN U.S. SECURITIES SYSTEMS
    
    
    119.
    
    [INTENTIONALLY OMITTED]
    
    
    1210.
    
    RESPONSIBILITY OF CUSTODIAN
    
    
    1211.
    
    SECURITY CODES
    
    
    1612.
    
    TAX LAW
    
    
    1613.
    
    EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
    
    
    1614.
    
    REPRESENTATIONS AND WARRANTIES
    
    
    1715.
    
    PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
    
    
    1816.
    
    NOTICES
    
    
    1817.
    
    CHOICE OF LAW AND JURISDICTION
    
    
    1818.
    
    ENTIRE AGREEMENT AND COUNTERPARTS
    
    
    1919.
    
    AMENDMENT; WAIVER
    
    
    1920.
    
    SUCCESSOR AND ASSIGNS
    
    
    1921.
    
    SEVERABILITY
    
    
    1922.
    
    INSTRUMENT UNDER SEAL; HEADINGS
    
    
    2023.
    
    REQUEST FOR INSTRUCTIONS
    
    
    2024.
    
    OTHER BUSINESS
    
    
    2025.
    
    REPRODUCTION OF DOCUMENTS
    
    
    2026.
    
    SHAREHOLDER COMMUNICATIONS
    
    
    20
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1.
    
    DEFINITIONS1.1.
    
    The following words have these meanings as used in this Agreement:Accounts shall mean, collectively, the Cash Account, the Securities Account and any other
Account established by the Custodian pursuant to Section 2.2 of this Agreement.Authorized Person shall have the meaning ascribed to such term in Section 3.10 of this
Agreement.Business Day means a day on which the Custodian or the relevant sub-custodian is open for
business in the market or country in which a transaction is to take place.Cash Amount(s) means the initial deposit in the amount of $50,000,000.00 made on April 3,
2009 by the Company to U.S. Bank National Association and any other cash amounts received by
the Custodian from the Company from time to time.Cash Account shall have the meaning set forth in Section 2.2(b).Confidential Information means any databases, computer programs, screen formats, screen
designs, report formats, interactive design techniques, and other similar or related
information furnished to the Company by the Custodian, for the purposes of this Agreement.Delivery Date means such date or dates on which Securities or Cash Amounts may be
delivered to the Custodian from time to time pursuant to the terms of this Agreement (it
being hereby expressly acknowledged that there will be more than one Delivery Date).Federal Reserve Bank Book-Entry System means a depository and securities transfer system
operated by the Federal Reserve Bank of the United States on which are eligible to be held
all United States Government direct obligation bills, notes and bonds.




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Person means any individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust (including any beneficiary thereof)
unincorporated organization, or any government or agency or political subdivision thereof.Proceeds means, collectively, (i) all distributions, earnings, dividends and other
payments paid on the Securities or Other Securities by or on behalf of the issuer or obligor
thereof, or applicable paying agent, and received by the Custodian during the term hereof,
and (ii) the net proceeds of the sale or other disposition of the Securities pursuant to the
terms of this Agreement and received by the Custodian during the term hereof (and any
Reinvestment Earnings from investment of the foregoing, as defined in Section 3.5(b)
hereof).Proper Instructions means instructions received by the Custodian, in form acceptable to
it, from the Company, or any Person duly authorized by the Company in any of the following
forms acceptable to the Custodian:
 (a)
    
    in writing signed by the Authorized Person; or(b)
    
    in tested communication; or(c)
    
    in a communication utilizing access codes effected between electro mechanical
or electronic devices; or(d)
    
    such other means as may be agreed upon from time to time by the Custodian and
the party giving such instructions, including without limitation oral instructions.
 Securities means, collectively, the (i) investment securities delivered to the Custodian
by the Company from time to time during the term of, and pursuant to the terms of, this
Agreement, and (ii) all dividends in kind (e.g., non-cash dividends) from the securities
described in clause (i).Securities Account shall have the meaning set forth in Section 2.2(a).Securities System means the Federal Reserve Book Entry System, a clearing agency which
acts as a securities depository, or another book entry system for the central handling of
securities.Street Delivery Custom means a custom of the United States securities market to deliver
securities which are being sold to the buying broker for examination to determine that the
securities are in proper form.Street Name means the form of registration in which the securities are held by a broker
who is delivering the securities to another broker for the purposes of sale, it being an
accepted custom in the United States securities industry that a security in Street Name is
in proper form for delivery to a buyer and that a security may be re-registered by a buyer
in the ordinary course.
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(a)
    
    a reference to this Agreement or another instrument refers to such agreement or
instrument as the same may be amended, modified or otherwise rewritten from time to
time;(b)
    
    a reference to a statute, ordinance, code or other law includes regulations and
other instruments under it and consolidations, amendments, re-enactments or
replacements of any of them;(c)
    
    the singular includes the plural and vice versa;(d)
    
    the word Person includes any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization, or any government or agency,
authority or political subdivision of any government.(e)
    
    a reference to a Person includes a reference to the Persons executors,
administrators, successors and permitted assigns;(f)
    
    an agreement, representation or warranty in favor of two or more Persons is for
the benefit of them jointly and severally;(g)
    
    To the extent required in order to avoid accelerated taxation and/or tax penalties under
Section 409A, you shall not be considered to have terminated employment with the Company for
purposes of the Agreement until you would be considered to have incurred a separation from
service from the Company within the meaning of Section 409A and, for the purposes of determining
the timing of payment, termination of employment shall not be considered to occur until you have
incurred such a separation from service.(h)
    
    an agreement, representation or warranty on the part of two or more Persons
binds them jointly and severally; and a reference to any accounting term is to be interpreted in accordance with
generally accepted principles and practices in the United States, consistently applied.
 1.2.
    
    Headings are inserted for convenience and do not affect the interpretation of this Agreement.2.
    
    APPOINTMENT OF CUSTODIAN AND DESIGNATION OF ACCOUNTS2.1.
    
    Employment of Custodian
 (a)
    
    The Company hereby appoints the Custodian as the custodian of the Securities,
Cash Amounts and Proceeds pursuant to this Agreement, and in such capacity appoints the
Custodian to act as custodial agent on behalf of the Company with respect thereto. All
Securities, Cash Amounts and Proceeds delivered to the Custodian, its agents or its
sub-custodians shall be held and dealt with in accordance with this Agreement. The
Custodian shall not be responsible for any property held or received by the Company or
any other Person and not delivered to the Custodian (its agents or its sub-custodians)
pursuant to the terms of this Agreement. At the time of each delivery of Securities to
the Custodian by or on behalf of the Company, the Company agrees that it shall
expressly identify the same to the Custodian as Securities being delivered under this
Agreement.
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(b)
    
    The Custodian accepts its appointment as custodian hereunder, and agrees to
receive and hold, as custodian for the Company pursuant to the terms of this Agreement,
the Cash Amounts and Securities delivered and identified to it by the Company on each
Delivery Date and any Proceeds received from time to time therefrom.
 2.2.
    
    Establishment of Accounts
 (a)
    
    There shall be established at the Custodian a securities account to which it
shall deposit and hold the Securities received by it (and any Proceeds received by it
from time to time in the form of dividends in kind) pursuant to this Agreement, which
account shall be designated the Allied Capital Corporation Custody Account (the
Securities Account).(b)
    
    There shall be established at the Custodian an account or accounts to which the
Custodian shall deposit and hold any Cash Amounts and cash Proceeds received by it from
time to time from or with respect to the Securities, which accounts shall be designated
the Allied Capital Corporation Interest Collection Account to which the Custodian
shall deposit Cash Amounts, interest Proceeds received on the Securities and the
Allied Capital Corporation Principal Collection Account into which the Custodian
shall deposit Cash Amounts and principal Proceeds received on the Securities
(collectively, the Cash Account).(c)
    
    Securities held in the Securities Account may be withdrawn by the Company from
time to time pursuant to Section 3.2 below. Amounts held in the Cash Account from time
to time may be withdrawn by the Company upon receipt of Proper Instructions therefor,
and may be invested upon and pursuant to specific direction of the Company in the form
of Proper Instruction, pursuant to Section 3.5 below.
 3.
    
    DUTIES OF THE CUSTODIAN3.1.
    
    Holding Securities
 (a)
    
    The Custodian shall hold and segregate, or direct its agents to hold and
segregate for the account of the Company all Securities received by it pursuant to this
Agreement other than Securities which are held in a Securities System, or which are
maintained in one or more omnibus accounts at the Custodian, its agents or
sub-custodians, and shall properly account for all Securities held in a Securities
System or maintained through one or more omnibus accounts and identify the same on its
books and records as held for the account of the Company.Any Account may contain any number of sub-accounts for the convenience of the
Custodian or as required by the Company for convenience in administering such
accounts.(b)
    
    The Custodian shall have no power or authority to assign, hypothecate, pledge,
or otherwise dispose of any Securities except pursuant to Proper Instructions and as
described in this Agreement.
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3.2.
    
    Delivery of Securities
 (a)
    
    Delivery of Securities to the Custodian shall be in Street Name or other good
delivery form.(b)
    
    The Custodian shall release and deliver, or direct its agents or sub-custodians
to release and deliver, as the case may be, Securities of the Company held by the
Custodian, its agents or its sub-custodians from time to time only upon receipt of
Proper Instructions (which shall, among other things specify the Securities to be
released, with such delivery and other information as may be necessary to enable the
Custodian to perform), which may be standing instructions (in form acceptable to the
Custodian) in the following cases:
 (i)
    
    upon sale of such Securities by or on behalf of the Company
and, unless otherwise directed by Proper Instructions:
 (A)
    
    in accordance with the customary or established
practices and procedures in the jurisdiction or market where the
transactions occur, including, without limitation, delivery to the
purchaser thereof or to a dealer therefor (or an agent of such
purchaser or dealer) against expectation of receiving later payment; or(B)
    
    in the case of a sale effected through a
Securities System, in accordance with the rules governing the
operations of the securities System;
 (ii)
    
    upon the receipt of payment in connection with any repurchase
agreement related to such securities;(iii)
    
    to the depositary agent in connection with tender or other
similar offers for securities;(iv)
    
    to the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable. Unless otherwise
directed by Proper Instructions, the cash or other consideration is to be
delivered to the Custodian, its agents or its sub-custodians;(v)
    
    to an issuer thereof, or its agent, for transfer into the name
of the Custodian or of any nominee of the Custodian or into the name of any of
its agents or sub-custodians or their nominees or for exchange for a different
number of bonds, certificates or other evidence representing the same aggregate
face amount or number of units.(vi)
    
    to brokers clearing banks or other clearing agents for
examination in accordance with the Street Delivery Custom;(vii)
    
    for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the
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issuer of such securities, or pursuant to any deposit agreement. Unless
otherwise directed by Property Instructions, the new securities and cash, if
any, are to be delivered to the Custodian, its agents or its sub-custodians;(viii)
    
    in the case of warrants, rights or similar securities, the surrender thereof
in the exercise of such warrants, rights or similar securities or the surrender
of interim receipts or temporary securities for definitive securities. Unless
otherwise directed by Proper Instructions, the new securities and cash, if any,
are to be delivered to the Custodian, its agents or its sub-custodians; and/or(ix)
    
    for any other purpose, but only upon receipt of Proper
Instructions specifying the Securities to be delivered and naming the Person or
Persons to whom delivery of such Securities shall be made.
 3.3.
    
    Registration of Securities
  3.4.
    
    Bank Accounts, and Management of Cash(a)
    
    Both Cash Amounts and Cash Proceeds from the Securities received by the Custodian, or its
agents or sub-custodians, from time to time shall be credited to the Cash Account. All amount
credited to the Cash Account shall be subject to clearance and receipt of final payment by the
Custodian.(b)
    
    Amounts held in the Cash Account from time to time may be invested pursuant to specific
Proper Instructions (which may be standing instructions) received by the Custodian from the
Company. Such investments shall be subject to availability and the Custodians then
applicable transaction charges (which shall be at the Companys expense). The Custodian shall
have no liability for any loss incurred on any such investment. Absent receipt of such
specific written instruction from the Company, the Custodian shall have no obligation to
invest (or otherwise pay interest on) amounts on deposit in the Cash Account; and in no
instance will the Custodian have any obligation to provide investment advice to the Company.
Any earnings from such investment of amounts held in the Cash Account from time to time
(collectively, Reinvestment Earnings) shall be redeposited in the Cash Account (and may be
reinvested at the written direction of the Company).(c)
    
    In the event that the Company shall at any time request a withdrawal of amounts from the Cash
Account, the Custodian shall be entitled to liquidate, and shall have no liability for any
loss incurred as a result of the liquidation of, any investment of the funds credited to such
account as needed to provide necessary liquidity. Investment instructions may be in
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the form of standing instructions (in form Proper Instructions in form acceptable to
Custodian).(d)
    
    The Company acknowledges that cash deposited or invested with any bank (including the bank
acting as Custodian) may generate a margin or banking income for which such bank shall not be
required to account to the Company.3.5.
    
    [Intentionally Omitted]3.6.
    
    Collection of Income
  3.7.
    
    Payment of Moneys
 (a)
    
    Upon receipt of Proper Instructions, which may be standing instructions, the
Custodian shall pay out from the Cash Account (or remit to its agents or its
sub-custodians, and direct them to pay out) moneys of the Company on deposit therein in
the following cases:
 (i)
    
    upon the purchase of Securities for the Company pursuant to
such Proper Instruction; and such purchase may, unless and except to the extent
otherwise directed by Proper Instructions, be carried out by the Custodian;
 (A)
    
    in accordance with the customary or established
practices and procedures in the jurisdiction or market where the
transactions occur, including, without limitation, delivering money to
the seller thereof or to a dealer therefor (or any agent for such
seller or dealer) against expectation of receiving later delivery of
such securities; or(B)
    
    in the case of a purchase effected through a
Securities System, in accordance with the rules governing the operation
of such Securities System;
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(ii)
    
    for the purchase or sale of foreign exchange or foreign
exchange agreements for the accounts of the Company, including transactions
executed with or through the Custodian, its agents or its sub-custodians, as
contemplated by Section 3.6 above; and(iii)
    
    for any other purpose directed by the Company, but only upon
receipt of Proper Instructions specifying the amount of such payment, and
naming the Person or Persons to whom such payment is to be made.
 (b)
    
    No less than 7 days following the delivery of a statement to the Company
identifying any such amounts, the Custodian shall be entitled to pay (i) itself from
the Cash Account, whether or not in receipt of express direction or instruction from
the Company, any amounts due and payable to it pursuant to Section 6 hereof, and (ii)
as otherwise permitted by Section 3.11(a) or Section 10.4 below, provided, however,
that in each case all such payments shall be accounted for to the Company.
 3.8.
    
    Proxies
  3.9.
    
    Communications Relating to Securities
  (a)
    
    the Custodian has received Proper Instructions with regard to the exercise of
any such right or power; and(b)
    
    the Custodian, or its agents or sub-custodians are in actual possession of such
Securities
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at least three (3) Business Days prior to the date on which such right or power is to be exercised.
It will be the responsibility of the Company to notify the Custodian of the Person to whom such
communications must be forwarded under this Section.
 3.10.
    
    Proper Instructions(a)
    
    The Company will give a notice to the Custodian, in the form acceptable to it, specifying the
names and specimen signatures of persons authorized by the Board of Directors to give Proper
Instructions (collectively, Authorized Officers) which notice shall be signed by the
President, Chief Executive Officer or a Senior Vice President or by another Authorized Officer
previously certified to the Custodian. The Custodian shall be entitled to rely upon the
identity and authority of such persons until it receives written notice from the Company to
the contrary.(b)
    
    The Custodian shall have no responsibility or liability to the Company (or any other person
or entity), and shall be indemnified and held harmless by the Company, in the event that a
subsequent written confirmation of an oral instruction fails to conform to the oral
instructions received by the Custodian. The Custodian shall have no obligation to act in
accordance with purported instructions to the extent that they conflict with applicable law or
regulations, local market practice or the Custodians operating policies and practices. The
Custodian shall not be liable for any loss resulting from a delay while it obtains
clarification of any Proper Instructions.3.11.
    
    Actions Permitted without Express Authority
  (a)
    
    subject to Section 3.7(b), make payments to itself as described in or pursuant
to Section 3.7(b), or to make payments to itself or others for minor expenses of
handling securities or other similar items relating to its duties under this agreement,
provided that all such payments shall be accounted for to the Company;(b)
    
    surrender Securities in temporary form for Securities in definitive form;(c)
    
    endorse for collection cheques, drafts and other negotiable instruments; and(d)
    
    in general attend to all nondiscretionary details in connection with the sale,
exchange, substitution, purchase, transfer and other dealings with the securities and
property of the Fund.
 3.12.
    
    Evidence of Authority
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(a)
    
    the authority of any person to act in accordance with such certificate; or(b)
    
    any determination or of any action by the Company as described in such
certificate,
  3.13.
    
    Receipt of Communications
  4.
    
    REPORTING
  (a)
    
    The Custodian shall render to the Company a monthly report of (i) all deposits to and
withdrawals from the Cash Account during the month, and the outstanding balance (as of the
last day of the preceding monthly report and as of the last day of the subject month) and (ii)
an itemized statement of the Securities held in the Securities Account as of the end of each
month, as well as a list of all Securities transactions that remain unsettled at that time and
(iii) such other matters as the parties may agree from time to time.(b)
    
    The Custodian shall have no duty or obligation to undertake any market valuation of the
Securities under any circumstance.(c)
    
    The Company acknowledges that any data and information held by the Custodian from time to
time concerning the Securities and to which the Company is given access (without herein
implying any obligation or agreement by the custodian to maintain or provide access to any
particular information or database) from time to time at the election of the Custodian (the
Securities Database) is unaudited and the Custodian does not independently verify the
accuracy of information it receives concerning the Securities (whether form the Company, from
others at the Companys behest or on its behalf, or from issuers of the Securities or their
agents) prior to its inclusion in the Securities Database. The Custodian will not be liable
to the Company or any other Person for any loss or damage arising out of or in connection with
the relationship established by this Agreement as a result of inaccuracies in any information
contained in the Securities Database or any information to which the Company is given access
pursuant to this Section 4.(d)
    
    Within five Business Days of completion of any Securities purchased or sold pursuant to
Proper Instructions, the Custodian shall provide trade confirmation in writing to the Company.
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(e)
    
    The Company and the Custodian may agree to other recordkeeping procedures from time to time
in order to comply with 31(a) of the Investment Company Act of 1940, as amended (the 1940
Act).
 5.
    
    [INTENTIONALLY OMITTED]6.
    
    COMPENSATION OF CUSTODIAN(a)
    
    The Custodian shall be entitled to compensation for its services in accordance with the terms
set forth in Schedule A attached hereto and made a part hereof.(b)
    
    The Company agrees to pay or reimburse to the Custodian upon its request from time to time
all costs, disbursements, advances and expenses (including without limitation reasonable fees
and expenses of legal counsel) incurred, and any disbursements and advances made (including
without limitation any account overdraft resulting from any settlement or assumed settlement,
provisional credit, reclaimed payment or claw-back, or the like), in connection with the
preparation or execution of this Agreement, or in connection with the transactions
contemplated hereby or the administration of this Agreement or performance by the Custodian of
its duties and services under this Agreement, from time to time (including without limitation
costs and expenses of any action deemed necessary by the Custodian to collect any amounts
owing to it under this Agreement).7.
    
    APPOINTMENT OF AGENTS
  8.
    
    DEPOSIT IN U.S. SECURITIES SYSTEMS
  8.1.
    
    The Custodian may keep domestic Securities in a U.S. Securities System provided that such
Securities are represented in an account (Participant Account) of the Custodian in the U.S.
Securities System which shall not include any assets of the Custodian other than assets held
by it as a fiduciary, custodian or otherwise for customers;
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8.2
    
    The records of the Custodian with respect to Securities which are maintained in a U.S.
Securities System shall identify by book-entry those securities belonging to the Company;8.3
    
    If requested by the Company, the Custodian shall provide to the Company copies of all advices
from the U.S. Securities System of transfers of Securities for the account of the Company; and8.4
    
    Anything to the contrary in this Agreement notwithstanding, the Custodian shall not be liable
to the Company for any direct loss, damage, cost, expense, liability or claim to the Company
resulting from use of the U.S. Securities System (other than to the extent resulting from the
gross negligence, misfeasance or misconduct of the Custodian itself, or from failure of the
Custodian to enforce effectively such rights as it may have against the U.S. Securities
System).9.
    
    [INTENTIONALLY OMITTED]10.
    
    RESPONSIBILITY OF CUSTODIAN10.1.
    
    General Duties
  10.2.
    
    Instructions
 (a)
    
    The Custodian shall be entitled to refrain from taking any action unless it has
such instruction (in the form of Proper Instructions) from the Company as the Custodian
deems necessary, and shall be entitled to require that instructions to it be in
writing. The Custodian shall have no liability for any action (or forbearance from
action) taken pursuant to the instruction of the Company.(b)
    
    Whenever the Custodian is entitled or required to receive or obtain any report,
opinion, notice of other information pursuant to or as contemplated by this Agreement,
it shall be entitled to receive the same in writing, in form, content and medium
reasonably acceptable to it; and whenever any report or other information is required
to be produced or distributed by the Custodian shall be in form, content and medium
reasonably acceptable to it.
 General Standards of Care
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(a)
    
    The Custodian shall not be responsible for the title, validity or genuineness,
including good deliverable form of any property or evidence of title thereto received
by it or delivered by it pursuant to this Agreement.(b)
    
    The Custodian may rely on and shall be protected in acting or refraining from
acting upon any written notice, instruction, statement, certificate, request, waiver,
consent, opinion, report, receipt or other paper or document furnished to it (including
without limitation any of the foregoing provided to it by telecopier or electronic
means), not only as to its due execution and validity, but also as to the truth and
accuracy of any information therein contained, which it in good faith believes to be
genuine and signed or presented by the proper person; and the Custodian shall be
entitled to presume the genuineness and due authority of any signature appearing
thereon. The Custodian shall not be bound to make any independent investigation into
the facts or matters stated in any such notice, instruction, statement, certificate,
statement, request, waiver, consent, opinion, report, receipt or other paper or
document, provided, however, that if the form thereof is specifically prescribed by the
terms of this Agreement, the Custodian shall examine the same to determine whether it
substantially conforms on its face to such requirements hereof.(c)
    
    Neither the Custodian nor any of its directors, officers or employees shall be
liable to anyone for any error of judgment, or for any act done or step taken or
omitted to be taken by it (or any of its directors, officers of employees), or for any
mistake of fact or law, or for anything which it may do or refrain from doing in
connection herewith, unless such action constitutes gross negligence, willful
misconduct or bad faith on its part and in breach of the terms of this Agreement. The
Custodian shall not be liable for any action taken by it in good faith and reasonably
believed by it to be within powers conferred upon it, or taken by it pursuant to any
direction or instruction by which it is governed hereunder, or omitted to be taken by
it by reason of the lack of direction or instruction required hereby for such action.(d)
    
    In no event shall the Custodian be liable for any indirect, special or
consequential damages (including, without limitation, lost profits) whether or not it
has been advised of the likelihood of such damages.(e)
    
    The Custodian may consult with, and obtain advice from, legal counsel with
respect to any question as to any of the provisions hereof or its duties hereunder, or
any matter relating hereto, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by the
Custodian in good faith in accordance with the opinion and directions of such counsel;
the cost of such services shall be reimbursed pursuant to paragraph 6 hereinabove.(f)
    
    The Custodian shall not be deemed to have notice of any fact, claim or demand
with respect hereto unless actually known by an officer working in its Corporate Trust
Division and charged with responsibility for administering this Agreement
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or unless (and then only to the extent received) in writing by the Custodian at its
Corporate Trust Services Group and specifically referencing this Agreement.(g)
    
    No provision of this Agreement shall require the Custodian to expend or risk
its own funds, or to take any action (or forbear from action) hereunder which might in
its judgment involve any expense or any financial or other liability unless it shall be
furnished with acceptable indemnification. Nothing herein shall be construed to
obligate the Custodian to commence, prosecute or defend legal proceedings in any
instance, whether on behalf of the Company on its own behalf or otherwise, with respect
to any matter arising hereunder or relating to this Agreement or the services
contemplated hereby.(h)
    
    The permissive right of the Custodian to take any action hereunder shall not be
construed as duty.(i)
    
    With the consent of Allied, Custodian may act or exercise its duties or powers
hereunder through agents or attorneys, and the Custodian shall not be liable or
responsible for the actions or omissions of any such agent or attorney appointed and
maintained with reasonable due care.(j)
    
    All indemnifications contained in this Agreement in favor of the Custodian
shall survive the termination of this Agreement.(k)
    
    All costs and risks of shipment shall be borne exclusively by the Company.
 10.4.
    
    Indemnification; Custodians Lien(a)
    
    The Company shall and does hereby indemnify and hold harmless the Custodian for and from any
and all costs and expenses (including without limitation attorneys fees and expenses), and
any and all losses, damages, claims and liabilities, that may arise, be brought against or
incurred by the Custodian as a result of, relating to, or arising out of this Agreement, or
the administration or performance of the Custodians duties hereunder, or the relationship
between the Company and the Custodian created hereby, other than such liabilities, losses,
damages, claims, costs and expenses as are directly caused by the Custodians own actions
taken in bad faith or constituting gross negligence.(b)
    
    The Custodian shall have a right of set-off against, any property and assets it may hold from
time to time under this Agreement to secure the payment when due of all amounts owing to it
from time to time hereunder including but not limited to the payments permitted under Section
3.7(b) hereof.10.5.
    
    Force Majeure
  (i)
    
    events or circumstances beyond the Custodians reasonable control including
nationalization, expropriation, currency restrictions, the interruption, disruption or
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suspension of the normal procedures and practices of any securities market, power,
mechanical, communications or other technological failures or interruptions,
computer viruses or the like, acts of war or terrorism, riots, revolution, acts of
God, work stoppages, strikes, national disasters of any kind, or other similar
events or acts;(ii)
    
    errors by the Company (including any Authorized Person) in its instructions to
the Custodian;(iii)
    
    failure by the Company to adhere to the Custodians operational policies and
procedures;(iv)
    
    acts, omissions or insolvency of any Securities System;(v)
    
    any delay or failure of any broker, agent or intermediary, central bank or
other commercially prevalent payment or clearing system to deliver to the Custodians
sub-custodian or agent securities purchased or in the remittance of payment made in
connection with Securities sold;(vi)
    
    any delay or failure of any company, corporation, or other body in charge of
registering or transferring securities in the name of the Custodian, the Company, the
Custodians sub-custodians, nominees or agents or any consequential losses arising out
of such delay or failure to transfer such securities including non-receipt of bonus,
dividends and rights and other accretions or benefits; or(vii)
    
    changes in applicable law, regulation or orders.
 10.6.
    
    Disputes
  (i)
    
    such dispute or conflicting claim has been finally determined by a court of
competent jurisdiction or settled by agreement between conflicting parties, and the
Custodian has received written evidence satisfactory to it of such determination or
agreement; or(ii)
    
    the Custodian has received an indemnity, security or both satisfactory to it
and sufficient to hold it harmless from and against any and all loss, liability and
expense which the Custodian may incur as a result of its actions.
 10.7.
    
    Advances
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(a)
    
    advances cash or securities for any purpose, including, without limitation,
advances or overdrafts relating to or resulting from securities settlements, foreign
exchange contracts, assumed settlements, provisional credit or payment items, or
reclaimed payments or adjustments or claw-backs,(b)
    
    incurs any liability to pay taxes, interest, charges, expenses, assessments, or
other moneys in connection with the performance of this Agreement, except such as may
arise from its own gross negligent acts or gross negligent omissions,
  11.
    
    SECURITY CODES
  12.
    
    TAX LAW
  13.
    
    EFFECTIVE PERIOD, TERMINATION AND AMENDMENT13.1
    
    This Agreement shall become effective as of its due execution and delivery by each of the
parties. This Agreement shall continue in full force and effect until terminated as
hereinafter provided. This Agreement may only be amended by mutual written agreement of the
parties hereto. This Agreement may be terminated by the Custodian or the Company pursuant to
Section 13.2.13.2
    
    This Agreement shall terminate upon the earliest of (a) occurrence of the effective date of
termination specified in any written notice of termination given by either party to the other
not later than 60 days prior to the effective date of termination specified therein, provided
that all Cash Amounts, Securities and Proceeds shall have been delivered to the
 -16-




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Company or as it otherwise instructs (subject to Section 13.4 below), (b) such other date of
termination as may be mutually agreed upon by the parties in writing.13.3
    
    The Custodian may at any time resign under this Agreement by giving not less than 60 days
advance written notice thereof to the Company.13.4
    
    Prior to the effective date of termination of this Agreement, or the effective date of the
resignation (or removal of the Custodian), as the case may be, the Company shall give Proper
Instruction to the Custodian to cause the Cash Amounts, Securities and Proceeds then held by
the Custodian hereunder to be delivered to the Company, or its designee, or a successor
custodian hereunder; and if the Company shall fail or be unable to do so on a timely basis,
the Custodian shall be entitled (but not obligated) to petition a court of competent
jurisdiction (at the Companys expense) for such instruction.13.5
    
    (a) Upon termination of this Agreement or resignation (or removal) of the Custodian, the
company shall pay to the Custodian prior to the delivery by the Custodian to the Company (or
as it may otherwise direct) the Cash Amounts, Securities and Proceeds held hereunder, such
compensation as may be due as of the date of such termination or resignation (or removal) and
shall likewise reimburse the Custodian for its costs, expenses and disbursements. All
indemnifications in favor of the Custodian under this Agreement shall survive the termination
of this Agreement, or any resignation or removal of the Custodian.(b)
    
    If Cash Amounts, Securities, Proceeds or any other property remain in the
possession of the Custodian, its agents or its sub-custodians after the date of
termination hereof or the date of resignation (or removal) of the Custodian, as the
case may be, owing to failure of the Company to give Proper Instructions to the
Custodian for delivery thereof, as referred to in Section 13.4, the Custodian shall be
entitled to fair compensation for its services during such period as the Custodian
retains possession of such Securities, funds and other property and the provisions of
this Agreement relating to the duties and obligations of the Custodian shall remain in
full force and effect during such period.
 14.
    
    REPRESENTATIONS AND WARRANTIES(a)
    
    The Company represents and warrants to the Custodian that:
 (i)
    
    it has the power and authority to enter into and perform its obligations under
this Agreement, and it has duly authorized and executed this Agreement so as to
constitute its valid and binding obligation; and(ii)
    
    in giving any instructions which purport to be Proper Instructions under this
Agreement, the Company will act in accordance with the provisions of its memorandum and
articles of association and any applicable laws and regulations.
 (b)
    
    The Custodian hereby represents and warrants to the Company that it has the power and
authority to enter into and perform its obligations under this Agreement, and it has duly
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authorized and executed this Agreement so as to constitute its valid and binding
obligations.(c)
    
    The Company hereby represents and warrants to the Custodian that (i) the aggregate interest
in any class of interests any benefit plan investors (as such term is interpreted under The
Employment Retirement Income Security Act of 1974, as amended; ERISA) for whose benefit or
account the Portfolio is held by the Company shall not at any time equal or exceed 25% of the
outstanding shares of such class without the prior written consent of the Custodian and (ii)
the Company shall not, without the prior written consent of the Custodian, permit the assets
of the Portfolio to be deemed assets of an employee benefit plan which is subject to ERISA.
The Company acknowledges and agrees that the Custodian shall not grant its consent in either
of the foregoing circumstances unless and until the Company has entered into such amendments
to this Agreement and has provided such assurances and indemnities to the Custodian, as the
Custodian reasonably may require to be assured that it will not be subject to ERISA liability.
If for any reason the Company breaches or otherwise fails to comply with the provisions of
this Section, this Agreement may be terminated immediately by the Custodian.15.
    
    PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
  16.
    
    NOTICES
  (a)
    
    if to the Company, to Allied Capital Corporation, 1919 Pennsylvania Avenue, NW,
Washington D.C. 20006, Attn: Shawn Stuckey, Fax: (202) 721-6227; or(b)
    
    if to the Custodian, to U.S. Bank National Association, One Federal Street,
Third Floor, Boston, Massachusetts 02110, Attention: Corporate Trust Services/CDO Unit
  Allied Capital Corporation Fax: (866) 832-3895.
 17.
    
    CHOICE OF LAW AND JURISDICTION
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18.
    
    ENTIRE AGREEMENT AND COUNTERPARTS18.1
    
    This Agreement constitutes the complete and exclusive agreement of the parties with regard to
the matters addressed herein and supersedes and terminates as of the date hereof, all prior
agreements, agreements or understandings, oral or written between the parties to this
Agreement relating to such matters.18.2
    
    This Agreement may be executed in any number of counterparts and all counterparts taken
together shall constitute one instrument.19.
    
    AMENDMENT; WAIVER(a)
    
    This Agreement may not be amended except by an express written instrument duly executed by
each of the Company and the Custodian.(b)
    
    In no instance shall any delay or failure to act be deemed to be or effective as a waiver of
any right, power or term hereunder, unless and except to the extent such waiver is set forth
in an expressly written instrument signed by the party against whom it is to be charged.20.
    
    SUCCESSOR AND ASSIGNS(a)
    
    The covenants and agreements set forth herein shall be binding upon and inure to the benefit
of each of the parties and their respective successors and permitted assigns. Neither party
shall be permitted to assign their rights under this Agreement without the written consent of
the other party (provided, however, that this shall not limit the ability of the Custodian to
delegate certain duties or services to or perform them through agents or attorneys appointed
with due care as expressly provided in this Agreement).(b)
    
    Any corporation or association into which the Custodian may be merged or converted or with
which it may be consolidated, or any corporation or association resulting from any merger,
conversion or consolidation to which the Custodian shall be a party, shall be the successor of
the Custodian hereunder, and shall succeed to all of the rights, powers and duties of the Cash
Custodian hereunder, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, except that the Company may have the right to terminate
immediately upon notice of the effectiveness of such merger or consolidation.21.
    
    SEVERABILITY
  -19-




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##### 



22.
    
    INSTRUMENT UNDER SEAL; HEADINGS
  23.
    
    REQUEST FOR INSTRUCTIONS
  24.
    
    OTHER BUSINESS
  25.
    
    REPRODUCTION OF DOCUMENTS
  26.
    
    SHAREHOLDER COMMUNICATIONS
  -20-




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##### 



YES
    
    [   ]
    
    The Custodian is authorized to release the Companys name, address,
and share positions.NO
    
    [X]
    
    The Custodian is not authorized to release the Companys name,
address, and share positions.
 -21-




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##### 



rd
 Witness:
    
    ALLIED CAPITAL CORPORATION/s/
Miriam G. Krieger
    
    By:
    
    /s/
Shawn C. StuckeyName: Miriam G. Krieger
    
    Name:
    
    Shawn C. StuckeyTitle:   EVP
    
    Title:
    
    VP-Asst. TreasurerWitness:U.S. BANK NATIONAL ASSOCIATION/s/
Ralph J. Creasia, Jr.
    
    By:
    
    /s/ Lynora J. GilliganName:
Ralph J. Creasia, Jr.
    
    
    
    Lynora J. GilliganTitle:   Vice
President
    
    
    
    Assistant Vice President
 -22-




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##### 



SCHEDULE A
 CUSTODIANS SCHEDULE OF FEES
 -23-