Exhibit 10.8


 


EXECUTION VERSION


 


 



 


CUSTODY AGREEMENT


 


 



 


dated as of December 31, 2014

by and between


 


GOLUB CAPITAL INVESTMENT CORPORATION

(“Company”)


 


and


 


U.S. BANK NATIONAL ASSOCIATION

(“Custodian”)


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	DEFINITIONS	1
	 	 	 
	2.	APPOINTMENT OF CUSTODIAN	5
	 	 	 
	3.	DUTIES OF CUSTODIAN	6
	 	 	 
	4.	REPORTING	13
	 	 	 
	5.	DEPOSIT IN U.S. SECURITIES SYSTEMS	13
	 	 	 
	6.	SECURITIES HELD OUTSIDE OF THE UNITED STATES	14
	 	 	 
	7.	CERTAIN GENERAL TERMS	16
	 	 	 
	8.	COMPENSATION OF CUSTODIAN	17
	 	 	 
	9.	RESPONSIBILITY OF CUSTODIAN	18
	 	 	 
	10.	SECURITY CODES	20
	 	 	 
	11.	TAX LAW	20
	 	 	 
	12.	EFFECTIVE PERIOD, TERMINATION AND AMENDMENT	21
	 	 	 
	13.	REPRESENTATIONS AND WARRANTIES	21
	 	 	 
	14.	PARTIES IN INTEREST; NO THIRD PARTY BENEFIT	22
	 	 	 
	15.	NOTICES	22
	 	 	 
	16.	CHOICE OF LAW AND JURISDICTION	23
	 	 	 
	17.	ENTIRE AGREEMENT; COUNTERPARTS	23
	 	 	 
	18.	AMENDMENT; WAIVER	23
	 	 	 
	19.	SUCCESSOR AND ASSIGNS	23
	 	 	 
	20.	SEVERABILITY	24
	 	 	 
	21.	REQUEST FOR INSTRUCTIONS	24
	 	 	 
	22.	OTHER BUSINESS	24
	 	 	 
	23.	REPRODUCTION OF DOCUMENTS	24
	 	 	 
	24.	MISCELLANEOUS	24


 


SCHEDULES


 


	 	SCHEDULE A –  Trade Confirmation
	 	 
	 	SCHEDULE B –   Initial Authorized Persons


 




    	 	-i-	 



     


    

 


THIS CUSTODY AGREEMENT (this “Agreement”)
is dated as of December 31, 2014 and is by and between Golub Capital Investment Corporation (or any successor or permitted assign,
the “Company”), a corporation organized under the laws of the State of Maryland, having its principal place
of business at 150 South Wacker Drive, Suite 800, Chicago, Illinois 60606, and U.S. BANK NATIONAL ASSOCIATION (or any successor
or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a
place of business at One Federal Street, Boston, MA 02110.


 


RECITALS


 


WHEREAS, the Company is a closed-end management
investment company, which has elected to do business as a business development company under the Investment Company Act of 1940,
as amended (the “1940 Act”), and is authorized to issue shares of common stock;


 


WHEREAS, the Company desires to retain U.S.
Bank National Association to act as custodian for the Company;


 


WHEREAS, the Company desires that certain
of the Company’s Securities (as defined below) and cash be held and administered by the Custodian pursuant to this Agreement;
and


 


NOW THEREFORE, in consideration of the mutual
covenants and agreements contained herein, the parties hereto agree as follows:


 


		1.	DEFINITIONS



 


1.1.       Defined Terms. In addition
to terms expressly defined elsewhere herein, the following words shall have the following meanings as used in this Agreement:


 


“Account” or “Accounts”
means the Cash Account and the Securities Account, collectively.


 


“Agreement” means this
Custody Agreement (as the same may be amended from time to time in accordance with the terms hereof).


 


“Authorized Person” has
the meaning set forth in Section 7.4.


 


“Business Day” means
a day on which the Custodian or the relevant sub-custodian, including a Foreign Sub-custodian, is open for business in the market
or country in which a transaction is to take place.


 


“Cash Account” means
the segregated trust account to be established at the Custodian to which the Custodian shall deposit or credit and hold any cash
or Proceeds received by it from time to time from or with respect to the Securities or the sale of any securities of the Company,
as applicable, which trust account shall be designated the “Golub Capital Investment Corporation Cash Proceeds Account”.


 


“Company” has the meaning
set forth in the first paragraph of this Agreement.


 


“Confidential Information”
means any databases, computer programs, screen formats, screen designs, report formats, interactive design techniques, and other
similar or related information that may be furnished to the Company by the Custodian from time to time pursuant to this Agreement.


 


“Custodian” has the meaning
set forth in the first paragraph of this Agreement.


 




     


     


    

 


“Document Custodian”
means the Custodian when acting in the role of a document custodian hereunder.


 


“Eligible Investment”
means any investment that at the time of its acquisition is one or more of the following:


 


(a)       United States government and agency
obligations;


 


(b)       commercial paper having a rating assigned
to such commercial paper by Standard & Poor’s Rating Services or Moody’s Investor Service, Inc. (or,
if neither such organization shall rate such commercial paper at such time, by any nationally recognized rating organization in
the United States of America) equal to one of the two highest ratings assigned by such organization, it being understood that as
of the date hereof such ratings by Standard & Poor’s Rating Services are “A1+” and “A1”
and such ratings by Moody’s Investor Service, Inc. are “P1” and “P2”;


 


(c)       interest bearing deposits in United
States dollars in United States or Canadian banks with an unrestricted surplus of at least U.S. $250,000,000, maturing within one
year; and


 


(d)       money market funds (including funds
of the bank serving as Custodian or its affiliates) or United States government securities funds designed to maintain a fixed share
price and high liquidity.


 


“Eligible Securities Depository”
has the meaning set forth in Section (b)(1) of Rule 17f-7 under the 1940 Act.


 


“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.


 


“Financing Documents”
has the meaning set forth in Section 3.3(b)(ii).


 


“Foreign Intermediary”
means a Foreign Sub-custodian and Eligible Securities Depository.


 


“Foreign Sub-custodian”
means and includes (i) any branch of a “U.S. Bank,” as that term is defined in Rule 17f-5 under the 1940
Act, (ii) any “Eligible Foreign Custodian,” as that term is defined in Rule 17f-5 under the 1940 Act, having
a contract with the Custodian which the Custodian has determined will provide reasonable care of assets of the Company based on
the standards specified in Section 6.7 below.


 


“Foreign Securities”
means Securities for which the primary market is outside the United States.


 


“Loan” means any U.S.
dollar denominated commercial loan, or Participation therein, made by a bank or other financial institution that by its terms provides
for payments of principal and/or interest, including discount obligations and payment- in-kind obligations, acquired by the Company
from time to time.


 


“Loan Checklist” means
a list delivered to the Document Custodian in connection with delivery of each Loan to the Custodian by the Company that identifies
the items contained in the related Loan File.


 


“Loan File” means, with
respect to each Loan delivered to the Document Custodian, each of the Required Loan Documents identified on the related Loan Checklist.


 




    	 	-2-	 



     


    

 


“Noteless Loan” means
a Loan with respect to which (i) the related loan agreement does not require the obligor to execute and deliver an Underlying Note
to evidence the indebtedness created under such Loan and (ii) no Underlying Notes are outstanding with respect to the portion of
the Loan transferred by the issuer or the prior holder of record.


 


“Participation” means
an interest in a Loan that is acquired indirectly by way of a participation from a selling institution.


 


“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) the net cash proceeds to the Company of offerings by the Company of any class of securities issued by the Company, (ii) all
cash distributions, earnings, dividends, fees and other cash payments paid on the Securities by or on behalf of the issuer or obligor
thereof, or applicable paying agent, (iii) the net cash proceeds of the sale or other disposition of the Securities pursuant
to the terms of this Agreement and (iv) the net cash proceeds to the Company of any borrowing or other financing by the Company
(and any Reinvestment Earnings from investment of the foregoing, as defined in Section 3.6(b) hereof), as delivered to
the Custodian from time to time.


 


“Proper Instructions”
means instructions (including Trade Confirmations) 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 an Authorized
Person (and delivered by hand, by mail, by overnight courier or by telecopier);


 


(b)       by electronic mail from an Authorized
Person;


 


(c)       in tested communication;


 


(d)       in a communication utilizing access
codes effected between electro mechanical or electronic devices; or


 


(e)       such other means as may be agreed upon
from time to time by the Custodian and the party giving such instructions, including oral instructions.


 


“Required Loan Documents”
means, for each Loan:


 


(a)       other than in the case of a Participation,
an executed copy of the Assignment for such Loan, as identified on the Loan Checklist;


 


(b)       with the exception of Noteless Loans
and Participations, the original executed Underlying Note endorsed by the Issuer or the prior holder of record in blank or to the
Company;


 


(c)       an executed copy of the Underlying
Loan Agreement (which may be included in the Underlying Note if so indicated in the Loan Checklist), together with a copy of all
amendments and modifications thereto, as identified on the Loan Checklist;


 


(d)       a copy of any related security agreement
(if any) signed by the applicable obligor(s), as identified on the Loan Checklist;


 




    	 	-3-	 



     


    

 


(e)       a copy of the Loan Checklist, and


 


(f)       a copy of any related guarantees then
executed in connection with such Loan, as identified on the Loan Checklist.


 


“Securities” means, collectively,
the (i) investments, including Loans, acquired by the Company and 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 investments
described in clause (i).


 


“Securities Account”
means the segregated trust account to be established at the Custodian to which the Custodian shall deposit or credit and hold the
Securities (other than Loans) received by it pursuant to this Agreement, which account shall be designated the “Golub Capital
Investment Corporation Securities Custody Account”.


 


“Securities Custodian”
means the Custodian when acting in the role of a securities custodian hereunder.


 


“Securities Depository”
means The Depository Trust Company and any other clearing agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which acts as a system for the central handling
of securities where all securities of any particular class or series of an issuer deposited within the system are treated as fungible
and may be transferred or pledged by bookkeeping entry without physical delivery of the securities.


 


“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 (including an Eligible Securities Depository).


 


“Shares” means the shares
of common stock, par value $0.001 per share, of the Company.


 


“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.


 


“Trade Confirmation”
means a confirmation to the Custodian from the Company of the Company’s acquisition of a Loan, and setting forth applicable
information with respect to such Loan, which confirmation may be in the form of Schedule A attached hereto and made a part
hereof, subject to such changes or additions as may be agreed to by, or in such other form as may be agreed to by, the Custodian
and the Company from time to time.


 


“Underlying Loan Agreement”
means, with respect to any Loan, the document or documents evidencing the commercial loan agreement or facility pursuant to which
such Loan is made.


 




    	 	-4-	 



     


    

 


“Underlying Loan Documents”
means, with respect to any Loan, the related Underlying Loan Agreement together with any agreements and instruments (including
any Underlying Note) executed or delivered in connection therewith.


 


“Underlying Note” means
the one or more promissory notes executed by an obligor evidencing a Loan.


 


1.2.       Construction. In this Agreement
unless the contrary intention appears:


 


		(a)	any reference to this Agreement or another agreement or 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)	any term defined in the singular form may be used in, and shall include, the plural with the same meaning, and vice versa;



 


		(d)	reference to a Person includes a reference to the Person’s executors, custodians, successors and permitted assigns;



 


		(e)	an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly and severally;



 


		(f)	an agreement, representation or warranty on the part of two or more Persons binds them jointly and severally;



 


		(g)	a reference to the term “including” means “including, without limitation,” and



 


		(h)	a reference to any accounting term is to be interpreted in accordance with generally accepted principles and practices in the
United States, consistently applied, unless otherwise instructed by the Company.



 


1.3.       Headings. Headings are inserted
for convenience and do not affect the interpretation of this Agreement.


 


		2.	APPOINTMENT OF CUSTODIAN



 


2.1.       Appointment and Acceptance.
The Company hereby appoints the Custodian as custodian of all Securities and cash owned by the Company and delivered to the Custodian
by the Company from time to time during the period of this Agreement, on the terms and conditions set forth in this Agreement (which
shall include any addendum hereto which is hereby incorporated herein and made a part of this Agreement), and the Custodian hereby
accepts such appointment and agrees to perform the services and duties set forth in this Agreement with respect to it subject to
and in accordance with the provisions hereof.


 


2.2.       Instructions. The Company
agrees that it shall from time to time provide, or cause to be provided, to the Custodian all necessary instructions and information,
and shall respond promptly to all inquiries and requests of the Custodian, as may reasonably be necessary to enable the Custodian
to perform its duties hereunder.


 




    	 	-5-	 



     


    

 


2.3.       Company Responsible For Directions.
The Company is solely responsible for directing the Custodian with respect to deposits to, withdrawals from and transfers to or
from the Account. Without limiting the generality of the foregoing, the Custodian has no responsibility for the Company’s
compliance with the 1940 Act, any restrictions, covenants, limitations or obligations to which the Company may be subject or for
which it may have obligations to third-parties in respect of the Account, and the Custodian shall have no liability for the application
of any funds made at the direction of the Company. The Company shall be solely responsible for properly instructing all applicable
payors to make all appropriate payments to the Custodian for deposit to the Account, and for properly instructing the Custodian
with respect to the allocation or application of all such deposits.


 


		3.	DUTIES OF CUSTODIAN



 


3.1.       Segregation. All Securities
and non-cash property held by the Custodian, as applicable, for the account of the Company (other than Securities maintained in
a Securities Depository or Securities System) shall be physically segregated from other Securities and non-cash property in the
possession of the Custodian (including the Securities and non-cash property of the other series of the Company, if applicable)
and shall be identified as subject to this Agreement.


 


3.2.       Securities Custody Account.
The Custodian shall open and maintain in its trust department a segregated trust account in the name of the Company, subject only
to order of the Custodian, in which the Custodian shall enter and carry, subject to Section 3.3(b), all Securities (other than
Loans), and other investment assets of the Company which are delivered to it in accordance with this Agreement. For the avoidance
of doubt, the Custodian shall not be required to credit or deposit Loans in the Securities Account but shall instead maintain a
register (in book-entry form or in such other form as it shall deem necessary or desirable) of such Loans, containing such information
as the Company and the Custodian may reasonably agree; provided that, with respect to such Loans, all Required Loan Documents shall
be held in safekeeping by the Document Custodian, individually segregated from the securities and investments of any other Person
and marked so as to clearly identify them as the property of the Company in a manner consistent with Rule 17f-1 under the 1940
Act and as set forth in this Agreement.


 


3.3.       Delivery of Securities to Custodian.


 


		(a)	The Company shall deliver, or cause to be delivered, to the Custodian certain of the Company’s Securities, cash and other
investment assets, including (a) payments of income, payments of principal and capital distributions received by the Company with
respect to such Securities, cash or other assets owned by the Company at any time during the period of this Agreement, and (b)
all cash received by the Company for the issuance, at any time during such period, of Shares or other securities or in connection
with a borrowing by the Company. With respect to Loans, Required Loan Documents and other Underlying Loan Documents shall be delivered
to the Custodian in its role as, and at the address identified for, the Document Custodian. With respect to assets other than Loans,
such assets shall be delivered to the Custodian in its role as, and (where relevant) at the address identified for, the Securities
Custodian.  Except to the extent otherwise expressly provided herein, delivery of Securities to the Custodian shall be in
Street Name or other good delivery form. The Custodian shall not be responsible for such Securities, cash or other assets until
actually delivered to, and received by it.



 




    	 	-6-	 



     


    

 


	(b)         	(i)	In connection with its acquisition of a Loan or other
delivery of a Security constituting a Loan, the Company shall deliver or cause to be delivered to the Custodian (in its role as,
and at the address identified for, the Document Custodian) a properly completed Trade Confirmation containing such information
in respect of such Loan as the Custodian may reasonably require in order to enable the Custodian to perform its duties hereunder
in respect of such Loan on which the Custodian may conclusively rely without further inquiry or investigation, in such form and
format as the Custodian reasonably may require, and shall deliver to the Document Custodian (in its role as, and at the address
identified for, the Document Custodian) the Required Loan Documents, including the Loan Checklist.



 


		(ii)	Notwithstanding anything herein to the contrary, delivery of Securities acquired by the Company which constitute Noteless Loans
or Participations or which are otherwise not evidenced by a “security” or “instrument” as defined in Section
8-102 and Section 9-102(a)(47) of the UCC, respectively, shall be made by delivery to the Document Custodian of (i) in the case
of a Noteless Loan, a copy of the loan register with respect to such Noteless Loan evidencing registration of such Loan on the
books and records of the applicable obligor or bank agent to the name of the Company (or its nominee) and or a copy (which may
be a facsimile copy) of an assignment agreement in favor of the Company as assignee, and (ii) in the case of a Participation, a
copy of the related participation agreement. Any duty on the part of the Custodian with respect to the custody of such Loans shall
be limited to the exercise of reasonable care by the Custodian in the physical custody of any such documents delivered to it, and
any related instrument, security, credit agreement, assignment agreement and/or other agreements or documents, if any (collectively,
“Financing Documents”), that may be delivered to it. Nothing herein shall require the Custodian to credit to
the Securities Account or to treat as a financial asset (within the meaning of Section 8-102(a)(9) of the UCC) any such Loan or
other asset in the nature of a general intangible (as defined in Section 9-102(a)(42) of the UCC) or to “maintain”
a sufficient quantity thereof.



 


		(iii)	The Custodian may assume the genuineness of any such Financing Document it may receive and the genuineness and due authority
of any signatures appearing thereon, and shall be entitled to assume that each such Financing Document it may receive is what it
purports to be. If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47)
of the UCC, respectively, is or shall be or becomes available with respect to any Loan to be held by the Custodian under this Agreement,
it shall be the sole responsibility of the Company to make or cause delivery thereof to the Document Custodian, and the Custodian
shall not be under any obligation at any time to determine whether any such original security or instrument has been or is required
to be issued or made available in respect of any Loan or to compel or cause delivery thereof to the Custodian.



 




    	 	-7-	 



     


    

 


		(iv)	Contemporaneously with the acquisition of any Loan, the Company shall (i) cause the Required Loan Documents evidencing such
Loan to be delivered to the Document Custodian; (ii) if requested by the Custodian, provide to the Custodian an amortization schedule
of principal payments and a schedule of the interest payable date(s), identifying the amount and due dates of all scheduled principal
and interest payments for such Loan and (iii) a properly completed Trade Confirmation containing such information in respect of
such Loan as the Custodian may reasonably require in order to enable the Custodian to perform its duties hereunder in respect of
such Loan on which the Custodian may conclusively rely without further inquiry or investigation, in such form and format as the
Custodian reasonably may require; (iv) take all actions necessary for the Company to acquire good title to such Loan; and (v) take
all actions as may be necessary (including appropriate payment notices and instructions to bank agents or other applicable paying
agents) to cause (A) all payments in respect of the Loan to be made to the Custodian and (B) all notices, solicitations and other
communications in respect of such Loan to be directed to the Company. The Custodian shall have no liability for any delay or failure
on the part of the Company to provide necessary information to the Custodian, or for any inaccuracy therein or incompleteness thereof,
or for any delay or failure on the part of the Company to give such effective payment instruction to bank agents and other paying
agents, in respect of the Loans. With respect to each such Loan, the Custodian shall be entitled to rely on any information and
notices it may receive from time to time from the related bank agent, obligor or similar party with respect to the related Loan,
or from the Company, and shall be entitled to update its records (as it may deem necessary or appropriate), on the basis of such
information or notices received, without any obligation on its part independently to verify, investigate or recalculate such information.



 


		3.4.	Release of Securities.



 


		(a)	The Custodian shall release and deliver, or direct its agents or sub-custodians to release and deliver, as the case may be,
Securities or Required Loan Documents (or other Underlying Loan Documents) of the Company held by the Custodian, its agents or
its sub-custodians from time to time upon receipt of Proper Instructions (which shall, among other things, specify the Securities
or Required Loan Documents (or other Underlying Loan Documents) to be released, with such delivery and other information as may
be necessary to enable the Custodian to perform (including the delivery method)), 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 such sale may, unless 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 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 a depositary agent in connection with tender or other similar offers for Securities;



 




    	 	-8-	 



     


    

 


		(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 issuer of such securities, or pursuant to any deposit agreement (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);



 


		(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 and an officer’s certificate signed by an officer
of the Company (which officer shall not have been the Authorized Person providing the Proper Instructions) stating (i) the
specified securities to be delivered, (ii) the purpose for such delivery, (iii) that such purpose is a proper corporate
purpose and (iv) naming the person or persons to whom delivery of such securities shall be made and attaching a certified
copy of a resolution of the board of directors of the Company or an authorized committee thereof approving the delivery of such
Proper Instructions.



 


3.5.       Registration of Securities.
Securities held by the Custodian, its agents or its sub-custodians (other than bearer securities, securities held in a Securities
System or Securities that are Noteless Loans or Participations) shall be registered in the name of the Company or its nominee;
or, at the option of the Custodian, in the name of the Custodian or in the name of any nominee of the Custodian, or in the name
of its agents or its sub-custodians or their nominees; or if directed by the Company by Proper Instruction, may be maintained in
Street Name. The Custodian, its agents and its sub-custodians shall not be obliged to accept Securities on behalf of the Company
under the terms of this Agreement unless such Securities are in Street Name or other good deliverable form.


 


3.6.       Bank Accounts, and Management
of Cash


 


		(a)	Proceeds and other cash received by the Custodian from time to time shall be deposited or credited to the Cash Account. All
amounts deposited or credited to the Cash Account shall be subject to clearance and receipt of final payment by the Custodian.



 




    	 	-9-	 



     


    

 


		(b)	Amounts held in the Cash Account from time to time may be invested in Eligible Investments pursuant to specific written Proper
Instructions (which may be standing instructions) received by the Custodian from an Authorized Person acting on behalf of 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 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. 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 the form of standing
instructions (in the form of Proper Instructions acceptable to the Custodian).



 


		(d)	The Company acknowledges that cash deposited or invested with any bank (including the bank acting as Custodian) may make a
margin or generate banking income for which such bank shall not be required to account to the Company.



 


		(e)	The Custodian shall be authorized to open such additional accounts as may be necessary or convenient for administration of
its duties hereunder.



 


		3.7.	Foreign Exchange



 


		(a)	Upon the receipt of Proper Instructions, the Custodian, its agents or its sub-custodians may (but shall not be obligated to)
enter into all types of contracts for foreign exchange on behalf of the Company, upon terms acceptable to the Custodian and the
Company (in each case at the Company’s expense), including transactions entered into with the Custodian, its sub-custodians
or any affiliates of the Custodian or the sub-custodians. The Custodian shall have no liability for any losses incurred in or resulting
from the rates obtained in such foreign exchange transactions; and absent specific and acceptable Proper Instructions, the Custodian
shall not be deemed to have any duty to carry out any foreign exchange on behalf of the Company. The Custodian shall be entitled
at all times to comply with any legal or regulatory requirements applicable to currency or foreign exchange transactions.



 


		(b)	The Company acknowledges that the Custodian, any sub-custodian or any affiliates of the Custodian or any sub-custodian, involved
in any such foreign exchange transactions may make a margin or generate banking income from foreign exchange transactions entered
into pursuant to this section for which they shall not be required to account to the Company.



 




    	 	-10-	 



     


    

 


3.8.       Collection of Income. The
Custodian, its agents or its sub-custodians shall use reasonable efforts to collect on a timely basis all income and other payments
with respect to the Securities held hereunder to which the Company shall be entitled, to the extent consistent with usual custom
in the securities custodian business in the United States. Such efforts shall include collection of interest income, dividends
and other payments with respect to registered domestic securities if, on the record date with respect to the date of payment by
the issuer, the Security is registered in the name of the Custodian or its nominee (or in the name of its agent or sub-custodian,
or their nominee); and interest income, dividends and other payments with respect to bearer domestic securities if, on the date
of payment by the issuer, such Securities are held by the Custodian or its sub-custodian or agent; provided, however, that in the
case of Securities held in Street Name, the Custodian shall use commercially reasonable efforts only to timely collect income.
In no event shall the Custodian’s agreement herein to collect income be construed to obligate the Custodian to commence,
undertake or prosecute any legal proceedings.


 


3.9.       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 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;



 


		(ii)	for the purchase or sale of foreign exchange or foreign exchange agreements for the account of the Company, including transactions
executed with or through the Custodian, its agents or its sub-custodians, as contemplated by Section 3.7 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)	At any time or times, 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 8 hereof, and
(ii) as otherwise permitted by Section 7.5, 9.4 or 12.5 below, provided, however, that in each case all such payments
shall be accounted for to the Company.



 


3.10.     Proxies. The Custodian will,
with respect to the Securities held hereunder, use reasonable efforts to cause to be promptly executed by the registered holder
of such Securities proxies received by the Custodian from its agents or its sub-custodians or from issuers of the Securities being
held for the Company, without indication of the manner in which such proxies are to be voted, and, upon receipt of Proper Instructions,
shall promptly deliver such proxies, proxy soliciting materials and notices relating to such Securities. In the absence of such
Proper Instructions, or in the event that such Proper Instructions are not received in a timely fashion, the Custodian shall be
under no duty to act with regard to such proxies. Notwithstanding the above, neither Custodian nor any nominee of Custodian shall
vote any of the Securities held hereunder by or for the account of the Company, except in accordance with Proper Instructions.


 




    	 	-11-	 



     


    

 


3.11.      Communications Relating to Securities.
The Custodian shall transmit promptly to the Company all written information (including pendency of calls and maturities of Securities
and expirations of rights in connection therewith) received by the Custodian, from its agents or its sub-custodians or from issuers
of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or
otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction
from the Company in accordance with the next sentence. The Custodian will not be liable for any untimely exercise of any right
or power in connection with Securities at any time held by the Custodian, its agents or sub-custodians unless:


 


		(i)	the Custodian has received Proper Instructions with regard to the exercise of any such right or power; and



 


		(ii)	the Custodian, or its agents or sub-custodians are in actual possession of such Securities,



 


in each case, 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.


 


3.12.      Records. The Custodian shall
create and maintain complete and accurate records relating to its activities under this Agreement with respect to the Securities,
cash or other property held for the Company under this Agreement, as required by Section 31 of the 1940 Act, and Rules 31a-1
and 31a-2 thereunder. To the extent that the Custodian, in its sole opinion, is able to do so, the Custodian shall provide assistance
to the Company (at the Company’s reasonable request made from time to time) by providing sub-certifications regarding certain
of its services performed hereunder to the Company in connection with the Company’s certification requirements pursuant to
the Sarbanes-Oxley Act of 2002, as amended. All such records shall be the property of the Company 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 Company
and employees and agents of the Securities and Exchange Commission, upon reasonable request and prior notice and at the Company’s
expense. The Custodian shall, at the Company’s request, supply the Company with a tabulation of Securities owned by the Company
and held by the Custodian and shall, when requested to do so by the Company and for such compensation as shall be agreed upon between
the Company and the Custodian, include, to the extent applicable, the certificate numbers in such tabulations, to the extent such
information is available to the Custodian.


 


3.13.      Responsibility for Property
Held by Sub-custodians. The Custodian’s responsibility with respect to the selection or appointment of a sub-custodian
shall be limited to a duty to exercise reasonable care in the selection or retention of such sub-custodian in light of prevailing
settlement and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses,
damages, liabilities, or claims (including attorneys’ and accountants’ fees) incurred as a result of the acts or the
failure to act by any sub-custodian, the Custodian shall take reasonable action to recover such costs, expenses, damages, liabilities,
or claims from such sub-custodian; provided that the Custodian’s sole liability in that regard shall be limited to amounts
actually received by it from such sub-custodian (exclusive of related costs and expenses incurred by the Custodian).


 




    	 	-12-	 



     


    

 


		4.	REPORTING



 


		(a)	If requested by the Company, 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), (ii) an itemized statement of the Securities held pursuant to this Agreement 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)	For each Business Day, the Custodian shall render to the Company a daily report of (i) all deposits to and withdrawals
from the Cash Account for such Business Day and the outstanding balance as of the end of such Business Day, and (ii) a report
of settled trades of Securities for such Business Day.



 


		(c)	The Custodian shall have no duty or obligation to undertake any market valuation of the Securities under any circumstance.



 


		(d)	The Custodian shall provide the Company with such reports as are reasonably available to it and as the Company may reasonably
request from time to time on the internal accounting controls and procedures for safeguarding securities which are employed by
the Custodian or Foreign Sub-custodian appointed pursuant to Section 6.1.



 


		(e)	In accordance with Section 3.12, at the reasonable request of, and at the expense of, the Company, the Custodian agrees to
cooperate with the Company’s independent public accountants and shall provide requested information to the extent such information
is reasonably available to the Custodian.



 


		5.	DEPOSIT IN U.S. SECURITIES SYSTEMS



 


The Custodian may deposit and/or maintain
Securities in a Securities System within the United States (a “U.S. Securities System”) in accordance with applicable
Federal Reserve Board and Securities and Exchange Commission rules and regulations, including Rule 17f-4 under the 1940
Act, and subject to the following provisions:


 


		(a)	The Custodian may keep domestic Securities in a U.S. Securities System provided that such Securities are represented in an
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;



 


		(b)	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;



 


		(c)	If requested by the Company, the Custodian shall provide to the Company copies of all notices received from the U.S. Securities
System of transfers of Securities for the account of the Company; and



 


		(d)	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 any U.S. Securities System (other than to
the extent resulting from the gross negligence, willful misconduct or bad faith 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.



 




    	 	-13-	 



     


    

 


		6.	SECURITIES HELD OUTSIDE OF THE UNITED STATES



 


6.1.       Appointment of Foreign Sub-custodian.
The Company hereby authorizes and instructs the Custodian in its sole discretion to employ one or more Foreign Sub-custodians to
act as Eligible Securities Depositories or as Foreign Sub-custodian to hold the Securities and other assets of the Company maintained
outside the United States. If, after the initial approval of a Foreign Sub-custodian by the board of directors of the Company in
connection with this Agreement, the Custodian wishes to appoint other Foreign Sub-custodians to hold property of the Company subject
to this Agreement, it will so notify the Company and provide it with information reasonably necessary to determine any such new
Foreign Sub-custodian’s eligibility under Rule 17f-5 under the 1940 Act, including a copy of the proposed agreement
with such Foreign Sub-custodian. The Company shall at the meeting of its board of directors next following receipt of such notice
and information approve or disapprove of the proposed action.


 


6.2.       Assets to be Held. The Custodian
shall limit the Securities and other assets maintained in the custody of the Foreign Sub-custodians to: (a) Foreign Securities
and (b) cash and cash equivalents in such amounts as the Company (through Proper Instructions) may determine to be reasonably
necessary to effect the Company’s transactions in such investments.


 


6.3.       Omnibus Accounts. The Custodian
may hold Foreign Securities and related Proceeds with one or more Foreign Sub-custodians or Eligible Securities Depositories in
each case in a single account with such Foreign Sub-custodian or Securities Depository that is identified as belonging to the Custodian
for the benefit of its customers, provided however, that the records of the Custodian with respect to Securities and related Proceeds
which are property of the Company maintained in such account(s) shall identify by book-entry those Securities and other property
as belonging to the Company


 


6.4.       Reports Concerning Foreign Sub-custodians.
The Custodian will supply to the Company, upon request from time to time, statements in respect of the Securities held by Foreign
Sub-custodians or Eligible Securities Depositories, including an identification of the Foreign Sub-custodians and Securities Depositories
having physical possession of the Foreign Securities.


 


6.5.       Transactions in Foreign Custody
Account. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Securities received by
a Foreign Intermediary for the account of the Company may be effected in accordance with the customary established securities trading
or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including delivering
securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the
expectation of receiving later payment for such securities from such purchaser or dealer.


 




    	 	-14-	 



     


    

 


6.6.       Foreign Sub-custodians. Each
contract or agreement pursuant to which the Custodian employs a Foreign Sub-custodian shall include provisions that provide: (i) for
indemnification or insurance arrangements (or any combination of the foregoing) such that the Company will be adequately protected
against the risk of loss of assets held in accordance with such contract; (ii) that the Company’s assets will not be
subject to any right, charge, security interest, lien or claim of any kind in favor of the Foreign Sub-custodian or its creditors
except a claim of payment for their safe custody or administration, in the case of cash deposits, liens or rights in favor of creditors
of the Foreign Sub-custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the
Company’s assets will be freely transferable without the payment of money or value other than for safe custody or administration;
(iv) that adequate records will be maintained identifying the assets as belonging to the Company or as being held by a third
party for the benefit of the Company; (v) that the Company’s independent public accountants will be given access to
those records or confirmation of the contents of those records; and (vi) that the Company will receive periodic reports with
respect to the safekeeping of the Company’s assets, including notification of any transfer to or from a Company’s account
or a third-party account containing assets held for the benefit of the Company. Such contract may contain, in lieu of any or all
of the provisions specified above, such other provisions that the Custodian determines will provide, in their entirety, the same
or a greater level of care and protection for the Company’s assets as the specified provisions, in their entirety.


 


6.7.       Custodian’s Responsibility
for Foreign Sub-custodians.


 


		(a)	With respect to its responsibilities under this Section 6, the Custodian agrees to exercise reasonable care, prudence
and diligence such as a person having responsibility for the safekeeping of property of the Company would exercise. The Custodian
further agrees that the Foreign Securities will be subject to reasonable care, based on the standards applicable to custodians
in the relevant market, if maintained with each Foreign Sub-custodian, after considering all factors relevant to the safekeeping
of such assets, including: (i) the Foreign Sub-custodian’s practices, procedures, and internal controls for certificated
securities (if applicable), method of keeping custodial records, and security and data protection practices; (ii) whether
the Foreign Sub-custodian has the requisite financial strength to provide reasonable care for the Company’s assets; (iii) 
the Foreign Sub-custodian’s general reputation and standing and, in the case of Eligible Securities Depository, the Eligible
Securities Depository’s operating history and number of participants; and (iv) whether the Company will have jurisdiction
over and be able to enforce judgments against the Foreign Sub-custodian, such as by virtue of the existence of any offices of the
Foreign Sub-custodian in the United States or the Sub-custodian’s consent to service of process in the United States.



 


		(b)	At the end of each calendar quarter, the Custodian shall provide written reports notifying the board of directors of the Company
as to the placement of the Foreign Securities and cash of the Company with a particular Foreign Sub-custodian and of any material
changes in the Company’s foreign custody arrangements. The Custodian shall promptly take such steps as may be required to
withdraw assets of the Company from any Foreign Sub-custodian that has ceased to meet the requirements of Rule 17f-5 under
the 1940 Act.



 


		(c)	The Custodian shall establish a system to monitor the appropriateness of maintaining the Company’s assets with a particular
Foreign Sub-custodian and the performance of the contract governing the Company’s arrangements with such Foreign Sub-custodian.



 


		(d)	The Custodian’s responsibility with respect to the selection or appointment of Foreign Sub-custodians shall be limited
to a duty to exercise reasonable care in the selection or retention of such Foreign Intermediaries in light of prevailing settlement
and securities handling practices, procedures and controls in the relevant market. With respect to any costs, expenses, damages,
liabilities, or claims (including attorneys’ and accountants’ fees) incurred as a result of the acts or the failure
to act by any Foreign Sub-custodian, the Custodian shall take reasonable action to recover such costs, expenses, damages, liabilities,
or claims from such Foreign Sub-custodian; provided that the Custodian’s sole liability in that regard shall be limited to
amounts actually received by it from such Foreign Intermediaries (exclusive of related costs and expenses incurred by the Custodian).
The Custodian shall have no responsibility for any act or omission (or the insolvency of) any Securities System (including an Eligible
Securities Depository). In the event the Company incurs a loss due to the negligence, willful misconduct, or insolvency of a Securities
System (including an Eligible Securities Depository), the Custodian shall make reasonable endeavors, in its discretion, to seek
recovery from the Eligible Securities Depository.



 




    	 	-15-	 



     


    

 


		7.	CERTAIN GENERAL TERMS



 


7.1.       No Duty to Examine Underlying
Instruments. Nothing herein shall obligate the Custodian to review or examine the terms of any underlying instrument, certificate,
credit agreement, indenture, loan agreement, promissory note, or other financing document evidencing or governing any Security
to determine the validity, sufficiency, marketability or enforceability of any Security (and shall have no responsibility for the
genuineness or completeness thereof) or otherwise.


 


7.2.       Resolution of Discrepancies.
In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any
information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties
shall cooperate to diligently resolve the discrepancy.


 


7.3.       Improper Instructions. Notwithstanding
anything herein to the contrary, the Custodian shall not be obligated to take any action (or forebear from taking any action),
which it reasonably determines (at its sole option) to be contrary to the terms of this Agreement or applicable law. In no instance
shall the Custodian be obligated to provide services on any day that is not a Business Day.


 


7.4.       Proper Instructions


 


		(a)	The Company will give a notice to the Custodian, in form acceptable to the Custodian, specifying the names and specimen signatures
of persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized
Person”) which notice shall be signed by an Authorized Person 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 an Authorized Person
of the Company to the contrary. The initial Authorized Persons are set forth on Schedule B attached hereto and made a part
hereof (as such Schedule B may be modified from time to time by written notice from the Company to the Custodian); and the
Company hereby represents and warrants that the true and accurate specimen signatures of such initial Authorized Persons are set
forth on Schedule B.



 


		(b)	The Custodian shall have no responsibility or liability to the Company (or any other person or entity), and shall be indemnified
and held harmless by the Company, in the event that a subsequent written confirmation of an oral instruction fails to conform to
the oral instructions received by the Custodian. The Custodian shall not have an obligation to act in accordance with purported
instructions to the extent that they conflict with applicable law or regulations, local market practice or the Custodian’s
operating policies and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification
of any Proper Instructions.



 


7.5.       Actions Permitted Without Express
Authority. The Custodian may, at its discretion, without express authority from the Company:


 




    	 	-16-	 



     


    

 


		(a)	make payments to itself as described in or pursuant to Section 3.9(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 Company.



 


7.6.       Evidence of Authority. The
Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate instrument or paper reasonably
believed by it to be genuine and to have been properly executed or otherwise given by or on behalf of the Company by an Authorized
Person. The Custodian may receive and accept a certificate signed by any Authorized Person as conclusive evidence of:


 


		(a)	the authority of any person to act in accordance with such certificate; or



 


		(b)	any determination of or any action by the Company as described in such certificate,



 


and such certificate may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary from an Authorized Person of the Company.


 


7.7.       Receipt of Communications.
Any communication received by the Custodian on a day which is not a Business Day or after 3:30 p.m., Eastern time (or such other
time as is agreed by the Company and the Custodian from time to time), on a Business Day will be deemed to have been received on
the next Business Day (but in the case of communications so received after 3:30 p.m., Eastern time, on a Business Day, the Custodian
will use its best efforts to process such communications as soon as possible after receipt).


 


		8.	COMPENSATION OF CUSTODIAN



 


8.1.       Fees. The Custodian shall
be entitled to compensation for its services in accordance with the terms of that certain fee letter dated on or about December
18, 2014.


 


8.2.       Expenses. The Company agrees
to pay or reimburse to the Custodian upon its request from time to time all costs, disbursements, advances, and expenses (including,
reasonable fees and expenses of legal counsel) incurred, and any disbursements and advances made (including any account overdraft
resulting from any settlement or assumed settlement, provisional credit, chargeback, returned deposit item, 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 costs and expenses of any action deemed necessary by the Custodian to collect any amounts
owing to it under this Agreement).


 




    	 	-17-	 



     


    

 


		9.	RESPONSIBILITY OF CUSTODIAN



 


9.1.       General Duties. The Custodian
shall have no duties, obligations or responsibilities under this Agreement or with respect to the Securities or Proceeds except
for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian
shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall
be read into this Agreement against, or on the part of, the Custodian.


 


9.2.       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 it reasonably deems necessary, and shall be entitled to require, upon notice to the Company, that Proper Instructions
to it be in writing. The Custodian shall have no liability for any action (or forbearance from action) taken pursuant to the Proper
Instruction of the Company.



 


		(b)	Whenever the Custodian is entitled or required to receive or obtain any communications or 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 otherwise in accordance with any applicable terms of this Agreement; and whenever any report or other information is required
to be produced or distributed by the Custodian it shall be in form, content and medium reasonably acceptable to it and the Company,
and otherwise in accordance with any applicable terms of this Agreement.



 


9.3.       General Standards of Care.
Notwithstanding any terms herein contained to the contrary, the acceptance by the Custodian of its appointment hereunder is expressly
subject to the following terms, which shall govern and apply to each of the terms and provisions of this Agreement (whether or
not so stated therein):


 


		(a)	The Custodian may rely on and shall be protected in acting or refraining from acting in reliance upon any written notice, instruction,
statement, certificate, request, waiver, consent, opinion, report, receipt or other paper or document furnished to it (including
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 (which in the case of any instruction from or on behalf of the Company shall be an Authorized 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, 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.



 


		(b)	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 or inaction 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. Except as otherwise expressly provided herein, the Custodian
shall not be under any obligation at any time to ascertain whether the Company is in compliance with the 1940 Act, the regulations
thereunder, or the Company’s investment objectives and policies then in effect.



 




    	 	-18-	 



     


    

 


		(c)	In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost profits) whether
or not it has been advised of the likelihood of such damages.



 


		(d)	The Custodian may consult with, and obtain advice from, legal counsel selected in good faith with respect to any question as
to any of the provisions hereof or its duties hereunder, or any matter relating hereto, and the written opinion or advice 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 reasonable cost of such services shall be reimbursed
pursuant to Section 8.2 above.



 


		(e)	The Custodian shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by
an employee working in its Corporate Trust Services group and charged with responsibility for administering this Agreement or unless
(and then only to the extent) received in writing by the Custodian at the applicable address(es) as set forth in Section 15 and
specifically referencing this Agreement.



 


		(f)	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 obligate the Custodian to commence, prosecute or defend legal proceedings
in any instance, whether on behalf of the Company or on its own behalf or otherwise, with respect to any matter arising hereunder,
or relating to this Agreement or the services contemplated hereby.



 


		(g)	The permissive right of the Custodian to take any action hereunder shall not be construed as a duty.



 


		(h)	The Custodian may act or exercise its duties or powers hereunder through agents (including, for the avoidance of doubt, sub-custodians)
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.



 


		(i)	All indemnifications contained in this Agreement in favor of the Custodian shall survive the termination of this Agreement.



 


		9.4.	Indemnification; Custodian’s Lien.



 


		(a)	The Company shall and does hereby indemnify and hold harmless the Custodian, and any Foreign Sub-custodian appointed pursuant
to Section 6.1 above, for and from any and all costs and expenses (including reasonable 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, and any
advances or disbursements made by the Custodian (including in respect of any Account overdraft, returned deposit item, chargeback,
provisional credit, settlement or assumed settlement, reclaimed payment, claw-back or the like), 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 action or inaction constituting gross negligence, fraud or willful misconduct.



 




    	 	-19-	 



     


    

 


		(b)	The Custodian shall have and is hereby granted a continuing lien upon and security interest in, and right of set-off against,
the Account, and any funds (and investments in which such funds may be invested) held therein or credited thereto from time to
time, whether now held or hereafter required, and all proceeds thereof, to secure the payment of any amounts that may be owing
to the Custodian under or pursuant to the terms of this Agreement, whether now existing or hereafter arising.



 


9.5.       Force Majeure. Without prejudice
to the generality of the foregoing, the Custodian shall be without liability to the Company for any damage or loss resulting from
or caused by events or circumstances beyond the Custodian’s reasonable control including nationalization, expropriation,
currency restrictions, the interruption, disruption or 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, fires, floods,
earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God,
work stoppages, strikes, national disasters of any kind, or other similar events or acts; errors by the Company (including any
Authorized Person) in its instructions to the Custodian; or changes in applicable law, regulation or orders.


 


		10.	SECURITY CODES



 


If the Custodian issues to the Company security
codes, passwords or test keys in order that it may verify that certain transmissions of information, including Proper Instructions,
have been originated by the Company, the Company shall take all commercially reasonable steps to safeguard any security codes,
passwords, test keys or other security devices which the Custodian shall make available.


 


		11.	TAX LAW



 


11.1.       Domestic Tax Law. The Custodian
shall have no responsibility or liability for any obligations now or hereafter imposed on the Company, or the Custodian as custodian
of the Securities or the Proceeds, by the tax law of the United States or any state or political subdivision thereof. The Custodian
shall be kept indemnified by and be without liability to the Company for such obligations including taxes (but excluding any income
taxes assessable in respect of compensation paid to the Custodian pursuant to this Agreement), withholding, certification and reporting
requirements, claims for exemption or refund, additions for late payment interest, penalties and other expenses (including legal
expenses) that may be assessed against the Company, or the Custodian as custodian of the Securities or Proceeds.


 


11.2.       Foreign Tax Law. It shall
be the responsibility of the Company to notify the Custodian of the obligations imposed on the Company, or the Custodian as custodian
of any Foreign Securities or related Proceeds, by the tax law of foreign (i.e., non-U.S.) jurisdictions, including responsibility
for withholding and other taxes, assessments or other government charges, certifications and government reporting. The sole responsibility
of the Custodian with regard to such tax law shall be to use reasonable efforts to cooperate with the Company with respect to any
claims for exemption or refund under the tax law of the jurisdictions for which the Company has provided such information.


 




    	 	-20-	 



     


    

 


		12.	EFFECTIVE PERIOD, TERMINATION AND AMENDMENT



 


12.1.      Effective Date. 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 12.2.


 


12.2.      Termination. 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 sixty (60) days prior to the effective date of termination specified therein,
(b) such other date of termination as may be mutually agreed upon by the parties in writing.


 


12.3.      Resignation. The Custodian
may at any time resign under this Agreement by giving not less than sixty (60) days advance written notice thereof to the Company.


 


12.4.      Successor. Prior to the
effective date of termination of this Agreement, or the effective date of the resignation of the Custodian, as the case may be,
the Company shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable.


 


12.5.      Payment of Fees, etc. Upon
termination of this Agreement or resignation of the Custodian, the Company shall pay to the Custodian such compensation, and shall
likewise reimburse the Custodian for its costs, expenses and disbursements, as may be due as of the date of such termination or
resignation (or removal, as the case may be). 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.


 


12.6.      Final Report. In the event
of any resignation or removal of the Custodian, the Custodian shall provide to the Company a complete final report or data file
transfer of any Confidential Information as of the date of such resignation or removal.


 


		13.	REPRESENTATIONS AND WARRANTIES



 


13.1.      Representations of the Company.
The Company represents and warrants to the Custodian that:


 


		(a)	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



 


		(b)	in giving any instructions which purport to be “Proper Instructions” under this Agreement, the Company will act
in accordance with the provisions of its articles of incorporation and bylaws and any applicable laws and regulations.



 


13.2.      Representations of the Custodian.
The Custodian hereby represents and warrants to the Company that:


 


		(a)	it is qualified to act as a custodian pursuant to Section 26(a)(1) of the 1940 Act;



 




    	 	-21-	 



     


    

 


		(b)	it has the power and authority to enter into and perform its obligations under this Agreement;



 


		(c)	it has duly authorized and executed this Agreement so as to constitute its valid and binding obligations; and



 


		(d)	that it maintains business continuity policies and standards that include data file backup and recovery procedures that comply
with all applicable regulatory requirements.



 


		14.	PARTIES IN INTEREST; NO THIRD PARTY BENEFIT



 


This Agreement is not intended for, and
shall not be construed to be intended for, the benefit of any third parties and may not be relied upon or enforced by any third
parties (other than successors and permitted assigns pursuant to Section 19).


 


		15.	NOTICES



 


Any Proper Instructions shall be given to
the following address (or such other address as either party may designate by written notice to the other party), and otherwise
any notices, approvals and other communications hereunder shall be sufficient if made in writing and given to the parties at the
following address (or such other address as either of them may subsequently designate by notice to the other), given by (i) hand,
(ii) certified or registered mail, postage prepaid, (iii) recognized courier or delivery service, or (iv) confirmed telecopier,
telex, or by electronic mail,with a duplicate sent on the same day by first class mail, postage prepaid:


 


		(a)	if to the Company, to



 


Golub Capital Investment Corporation

150 South Wacker Drive, Suite 800

Chicago, Illinois 60606

Attention: David B. Golub

Fax: (312) 201-9167


 


		(b)	if to the Custodian (other than in its role as Document Custodian), to



 


U.S. Bank National Association

Global Corporate Trust Services

8 Greenway Plaza, Suite 1100


Houston, Texas 77046

Attention: Leslie Hundley


Fax: (713) 212-3722


 


		(c)	if to the Custodian solely in its role as Document Custodian, to



 


U.S. Bank National Association

1719 Otis Way

Florence, South Carolina 29501

Mail Code: Ex - SC – FLOR

Ref: Golub Capital Investment Corporation

Attention: Steven Garrett


Fax No.: (843) 673-0162


Email: steven.garrett@usbank.com


 




    	 	-22-	 



     


    

 


		16.	CHOICE OF LAW AND JURISDICTION



 


This Agreement shall be construed, and the
provisions thereof interpreted under and in accordance with and governed by the laws of The Commonwealth of Massachusetts for all
purposes (without regard to its choice of law provisions); except to the extent such laws are inconsistent with federal securities
laws, including the 1940 Act, in which case such federal securities laws shall govern.


 


		17.	ENTIRE AGREEMENT; COUNTERPARTS



 


17.1.       Complete Agreement. 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 or understandings, oral or written, between the parties to this Agreement
relating to such matters.


 


17.2.       Counterparts. This Agreement
may be executed in any number of counterparts and all counterparts taken together shall constitute one and the same instrument.


 


17.3.       Facsimile Signatures. The
exchange of copies of this Agreement and of signature pages by facsimile transmission or pdf shall constitute effective execution
and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by facsimile or pdf shall be deemed to be their original signatures for all purposes.


 


		18.	AMENDMENT; WAIVER



 


18.1.       Amendment. This Agreement
may not be amended except by an express written instrument duly executed by each of the Company and the Custodian.


 


18.2.       Waiver. 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 express written instrument signed by the party against whom it is to be charged.


 


		19.	SUCCESSOR AND ASSIGNS



 


19.1.       Successors Bound. 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 the foregoing 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.


 


19.2.       Merger and Consolidation.
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, or any
corporation or association to which the Custodian transfers all or substantially all of its corporate trust business, shall be
the successor of the Custodian hereunder, and shall succeed to all of the rights, powers and duties of the Custodian hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto.


 




    	 	-23-	 



     


    

 


		20.	SEVERABILITY



 


The terms of this Agreement are hereby declared
to be severable, such that if any term hereof is determined to be invalid or unenforceable, such determination shall not affect
the remaining terms.


 


		21.	REQUEST FOR INSTRUCTIONS



 


If, in performing its duties under this
Agreement, the Custodian is required to decide between alternative courses of action, the Custodian may (but shall not be obliged
to) request written instructions from the Company as to the course of action desired by it. If the Custodian does not receive such
instructions within two (2) Business Days after it has requested them, the Custodian may, but shall be under no duty to, take or
refrain from taking any such courses of action. The Custodian shall act in accordance with instructions received from the Company
in response to such request after such two-Business Day period except to the extent it has already taken, or committed itself to
take, action inconsistent with such instructions.


 


		22.	OTHER BUSINESS



 


Nothing herein shall prevent the Custodian
or any of its affiliates from engaging in other business, or from entering into any other transaction or financial or other relationship
with, or receiving fees from or from rendering services of any kind to the Company or any other Person. Nothing contained in this
Agreement shall constitute the Company and/or the Custodian (and/or any other Person) as members of any partnership, joint venture,
association, syndicate, unincorporated business or similar assignment as a result of or by virtue of the engagement or relationship
established by this Agreement.


 


		23.	REPRODUCTION OF DOCUMENTS



 


This Agreement and all schedules, exhibits,
attachments and amendment hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic
or other similar process. The parties hereto each agree that 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 that any enlargement, facsimile or further production shall likewise
be admissible in evidence.


 


		24.	MISCELLANEOUS



 


The Company acknowledges receipt of the
following notice:


 


“IMPORTANT INFORMATION ABOUT
PROCEDURES FOR

OPENING A NEW ACCOUNT.


 


To help the government fight the funding of terrorism
and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that
identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other
legal entity the Custodian will ask for documentation to verify its formation and existence as a legal entity. The Custodian may
also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority
to represent the entity or other relevant documentation.”


 


[PAGE INTENTIONALLY ENDS HERE. SIGNATURES
APPEAR ON NEXT PAGE.]


 




    	 	-24-	 



     


    

 


IN WITNESS WHEREOF, each of the parties
has caused this Agreement to be executed and delivered by a duly authorized officer, intending the same to take effect as of the
31st day of December, 2014.


 


	Witness:	 	GOLUB CAPITAL INVESTMENT

CORPORATION
	 	 	 	 
	/s/ Ross A. Teune	 	By: 	/s/ David B. Golub
	Name:  Ross A. Teune	 	 	Name:  David B. Golub
	Title:    Chief Financial Officer	 	 	
        Title:    President and Chief Executive

             Officer

	 	 	 	 
	Witness:	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 
	/s/ Daniel Scully	 	By: 	/s/ Ralph J. Creasia Jr.
	Name:  Daniel Scully	 	 	Name:  Ralph J. Creasia Jr.
	Title:    Vice President	 	 	Title:    Senior Vice President


 


[Signature Page to Custody Agreement]


 




     


     


    

 


SCHEDULE A


 


(Trade Confirmation)


  




     


     


    

 


SCHEDULE B


 


CERTIFICATE OF AUTHORIZED
PERSONS


 


Each of the undersigned hereby certifies
that he/she is the duly elected and acting chairman, president and chief executive officer, chief financial officer and chief compliance
officer, respectively, of Golub Capital Investment Corporation (the “Client”), and chief financial officer of Golub
Capital LLC and further certifies that the following officers or authorized persons of the Client have been duly authorized to
deliver Proper Instructions to the Custodian pursuant to the Agreement between the Client and Custodian dated December 31, 2014,
and that the signatures appearing opposite their names are true and correct:


 


	Lawrence E. Golub	 	Chairman	 	/s/ Lawrence E. Golub
	Name	 	Title	 	Signature
	 	 	 	 	 
	David B. Golub	 	President and CEO	 	/s/ David B. Golub
	Name	 	Title	 	Signature
	 	 	 	 	 
	Ross A. Teune	 	Chief Financial Officer	 	/s/ Ross A. Teune
	Name	 	Title	 	Signature
	 	 	 	 	 
	Joshua M. Levinson	 	Chief Compliance Officer	 	/s/ Joshua M. Levinson
	Name	 	Title	 	Signature
	 	 	 	 	 
	Francis P. Straub III	 	CFO of Golub Capital LLC	 	/s/ Francis P. Straub III
	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Title	 	Signature
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Title	 	Signature


 


This certificate supersedes any certificate
of Authorized Persons you may currently have on file.


 


	 	By:	/s/ David B. Golub
	 	Name: David B. Golub
	 	Title: President and CEO
	 	Date: December 31, 2014
	 	 
	 	By:	/s/ Ross A. Teune
	 	Name: Ross A. Teune
	 	Title: Chief Financial Officer
	 	Date: December 31, 2104