Exhibit 10.10


 


LOAN ADMINISTRATION AND CUSTODIAL AGREEMENT


 


THIS LOAN ADMINISTRATION AND CUSTODIAL AGREEMENT
(the


“Agreement”), dated as of September
12, 2022, between PHENIXFIN CORPORATION (the “Owner”) and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association,
as Custodian and Loan Administrator (together with its permitted successors and assigns, in such capacities, the “Custodian”).


 


WITNESSETH:


 


WHEREAS, the Owner now owns or hereafter
may from time to time acquire or manages a portfolio of commercial, syndicated or participated bank loans (the “Loan Assets”);


 


WHEREAS, the Owner
desires to deposit the proceeds of the Loan Assets and other securities (the “Custodial Assets”) with the Custodian
to hold on the Owner’s behalf and to direct the Custodian with respect to the transfer and release thereof; and


 


WHEREAS, the Custodian
has the capacity to provide the services required hereby and is willing to perform such services on behalf of the Owner on the terms set
forth herein;


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:


 


Section 1. Loan Administration Duties.


 


(a) The
Owner hereby appoints Computershare Trust Company, N.A. as its agent, and Computershare Trust Company, N.A. hereby accepts such agency
appointment to act as Custodian pursuant to the terms of this Agreement, until its resignation or removal as Custodian pursuant to the
terms hereof. The Custodian’s services hereunder shall be conducted through its Corporate Trust Services division (including, as
applicable, any agents or affiliates utilized thereby). In such capacity, the Custodian shall assist the Owner in connection with monitoring
the Loan Assets on an ongoing basis as provided herein and provide to the Owner certain reports, schedules, calculations and other data,
(in each case in such form and content, and in such greater detail, as may be mutually agreed upon by the Custodian and the Owner from
time to time), based upon information and data received from the Owner. The Custodian’s duties and authority to act as Custodian
hereunder are limited to the duties and authority specifically set forth in this Agreement. By entering into or performing its duties
under this Agreement, the Custodian shall not be deemed to assume any obligations or liabilities the Owner under any other agreement and
nothing herein contained shall be deemed to release, terminate, discharge, limit, reduce, diminish, modify, amend or otherwise alter in
any respect the duties, obligations or liabilities of the Owner under or pursuant to any other agreement. The Custodian’s duties
and obligations are solely to the Owner and the Custodian shall provide all calculations, reports and other data only to the Owner, or its designee. The Custodian shall
have no duties or obligations to report to, or perform any services for, any other party.


 






    


     


    

 


 (b) The Custodian shall perform the following functions from time to time:




 


		(i)	create a Loan Asset database (the “Asset Database”) of certain characteristics (to the extent
required for the performance of its obligations hereunder, and otherwise as reasonably agreed to by the Owner) of the Loan Assets based
upon information provided to the Custodian by the Owner (or its designee);



 


		(ii)	update the Asset Database periodically to reflect any assignments or terminations, purchases or sales
or other dispositions of Loan Assets, in each case based upon such information regarding purchases, sales or other dispositions furnished
to the Custodian by the Owner.



 


		(iii)	upon receipt of documents related to the Loan Assets as may be delivered, or as may be caused to be delivered,
to it from time to time by the Owner or by the seller of Loan Assets identified by the Owner, save such documents in electronic format
onto disks and/or onto the Custodian’s secure computer system, and maintain in a manner so as to permit retrieval and access;



 


		(iv)	notify the Owner upon receiving any documents, legal opinions or any other information including, without
limitation, any notices, reports, requests for waiver, consent requests or any other requests relating to corporate actions affecting
the Loan Assets.



 


		(v)	reconcile cash and Loan Asset balances on a daily basis. All information with respect to actual cash received
or actual account balances shall be based on information provided to the Custodian by the Owner (or its designee). In the event of a discrepancy
between the expected and the actual activity, the Custodian shall begin research within 2 business days of the discrepancy date of such
transaction and will continue to follow up with agent bank and the Owner until (i) such discrepancy is resolved (ii) the Owner directs
otherwise, or (iii) no further action may be taken by the Custodian;



 


		(vi)	provide a monthly report of transaction activity and monthly portfolio Loan Asset balance report, in each
case with such contents and in such form as reasonably agreed to by the Owner and the Custodian;



 


		(vii)	provide the Owner with access to the information in the Asset Database in electronic format, the format
and scope of such information to be reasonably agreed to by the Owner and the Custodian; and



 






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		(iv)	assist the Owner in the performance of such other calculations
and the preparation of such other reports that are reasonably requested in writing by the Owner and agreed to by the Custodian, which
agreement shall not be unreasonably withheld and that the Custodian determines, in its sole discretion, may be provided without unreasonable
burden or expense.



 


(c) The
Owner shall reasonably cooperate with the Custodian in connection with the matters described herein, including calculations reasonably
requested hereunder. Without limiting the generality of the foregoing, the Owner shall use reasonable efforts to supply, in a timely fashion,
any information maintained by it that the Custodian may from time to time reasonably request with respect to the Loan Assets and reasonably
required to permit the Custodian to perform its obligations hereunder.


 


(d) The
Owner shall review and, to the best of its knowledge, verify the contents of any reports and/or statements required to be prepared by
the Custodian. To the extent any of the information in such reports or statements conflicts with data or calculations in the records of
the Owner, the Owner shall notify the Custodian of such discrepancy and use reasonable efforts to assist the Custodian in reconciling
such discrepancy. The Owner further agrees to provide to the Custodian during the term of this Agreement, on a timely basis, any information
in its possession relating to the Loan Assets and any changes, proposed purchases, sales or other dispositions thereof as to enable the
Custodian to perform its duties hereunder. The Custodian will be entitled to rely on and assume the accuracy of such information provided
by the Owner and shall have no duty to independently obtain such information.


 


(e) If,
in performing its duties under this Agreement, the Custodian is required to decide between alternative courses of action, the Custodian
may request written instructions (or verbal instructions, followed by written confirmation thereof) from the Owner, as to the course of
action desired by it and shall act, and shall be fully protected in acting, in accordance with instructions received by the Owner. If
the Custodian does not receive such instructions within five Business Days after it has requested them, the Custodian shall be under no
duty to take any such courses of action and shall wait until such time as the Owner provides appropriate instructions.


 


Section 1A. Custodial Duties


 


(a) The
Owner hereby appoints the Custodian as custodian of the Custodial Assets pursuant to the terms of this Agreement and the Custodian accepts
such appointment. The Custodian hereby agrees to accept the Custodial Assets delivered to the Custodian by the Owner pursuant to the terms
hereof, and agrees to hold, release and transfer the same in accordance with the provisions of this Agreement. There shall be a non-interest
bearing securities account established by the Custodian on behalf of the Owner which will be designated the “PhenixFIN Corporation
– Custodial Account (referred to herein as the “Custody Account”) and into which the Custodial Assets shall be
held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Custodian may establish
any number of subaccounts to the Custody Account deemed necessary or appropriate by the Custodian and the Owner in administering the Custody
Account (each such subaccount, a “Subaccount” and collectively with the Custody Account, the “Account”).
All Custodial Assets to be delivered in physical form to the Custodian shall be delivered to the address set forth in Section 8 hereof
and all Custodial Assets to be delivered in book-entry form to the Custodian shall be delivered in accordance with delivery instructions
separately provided by the Custodian. The Custodian shall not be responsible for any other assets of the Owner held or received by the
Owner or others or any assets not delivered to Custodian as set forth herein and accepted by the Custodian as hereinafter provided. The
Custodian shall have no obligation to accept or hold any security or other asset pursuant to the terms of this agreement to the extent
it reasonably determines that such security or asset does not fall within the definition of “Custodial Asset” or holding such
security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. For the avoidance of doubt,
other than delivery of the physical certificate in the possession of the Custodian to the Owner, the Custodian shall have no obligations
in connection with the transfer or re-registration of any physical certificates representing Custodial Assets in connection with any transfer
thereof and the Owner shall be responsible for all aspects of transferring re-registering such Custodial Assets. Custodial Assets or proceeds
thereof shall be withdrawn from and credited to the Account only upon Proper Instructions. Custodian shall be entitled to utilize agents
and /or sub-custodians to the extent possible in connection with its performance hereunder, including the establishment of the Account,
and Custodian shall identify on its books and records the Custodial Assets belonging to Owner, whether held directly or indirectly through
agents or sub-custodians.


 






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(b) For
the avoidance of doubt, the Account (including income, if any, earned on the investments of funds in such account) will be owned by the
Owner, for federal income tax purposes. The Owner is required to provide to the Custodian (i) an IRS Form W-9 or appropriate IRS Form
W-8 no later than the Closing Date, and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other
documentation at such time or times required by applicable law or upon the reasonable request of the Custodian as may be necessary


(i) to reduce or eliminate the imposition of U.S.
withholding taxes and (ii) to permit Custodian to fulfill its tax reporting obligations under applicable law with respect to the Account
or any amounts paid to the Owner. If any IRS form or other documentation previously delivered becomes obsolete or inaccurate in any respect,
the Owner shall timely provide to the Custodian accurately updated and complete versions of such IRS forms or other documentation. Computershare
Trust Company, N.A., both in its individual capacity and in its capacity as Custodian, shall have no liability to the Owner or any other
person in connection with any tax withholding amounts paid or withheld from the Account pursuant to applicable law arising from the Owner’s
failure to timely provide an accurate, correct and complete IRS Form W-9, an appropriate IRS Form W-8 or such other documentation contemplated
under this paragraph. For the avoidance of doubt, no funds shall be invested with respect to such Account absent the Custodian having
first received (i) the requisite Proper Instructions, and (ii) the IRS forms and other documentation required by this paragraph.


 


(c) The
Custodian shall not invest immediately available funds held hereunder in the absence of Proper Instructions and shall not be liable for
not investing or reinvesting funds in accordance with this Agreement in the absence Proper Instructions. In connection with investments of available cash pursuant to Proper
Instructions, the Custodian may without liability use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated
with the Custodian or any of its affiliates. The Custodian is not responsible for the assets of the Owner which have been placed in accounts
with brokers, prime brokers, counterparties, futures commission merchants and other intermediaries. The Custodian or any of its affiliates
may receive reasonable compensation with respect to any such investment. It is expressly agreed and understood by the parties hereto that
the Custodian shall not in any way whatsoever be liable for losses on any investments, including, but not limited to, losses from market
risks due to premature liquidation or resulting from other actions taken pursuant to this Agreement. In the event the Custodian receives
instructions from the Owner to effect a securities transaction as contemplated in 12 CFR 12.1, the Owner acknowledges that upon its written
request and at no additional cost, it has the right to receive the notification from the Custodian after the completion of such transaction
as contemplated in 12 CFR 12.4(a) or (b). The Owner agrees that, absent specific request, such notifications shall not be provided by
the Custodian hereunder, and in lieu of such notifications, the Custodian shall make available periodic account statements in the manner
required by this Agreement.





 


(d) The
Custodian shall act only pursuant to Proper Instructions with regard to (a) the exercise of any rights or remedies with respect to the
Custodial Assets, including, without limitation, waivers and voting rights, and (b) taking any other action in connection with the Custodial
Assets, including, without limitation, any purchase, sale, conversion, redemption, exchange, retention or other transaction relating to
the Custodial Assets. In the absence of Proper Instructions provided to the Custodian, the Custodian shall have no obligation to take
any action with respect to the Custodial Assets. Notwithstanding anything herein to the contrary, under no circumstances shall the Custodian
be obligated to bring legal action or institute proceedings against any person on behalf of the Owner.


 






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(e) The
Custodian shall hold the Custodial Assets in safekeeping and shall release and transfer same only in accordance with Proper Instructions.
“Proper Instructions” shall mean written instructions or cabled, telexed, facsimile or electronically transmitted instructions
in respect of any of the matters referred to in this Agreement purported to be signed (except in the case of electronically transmitted
instructions) by one or more persons duly authorized to sign on behalf of the Owner as set forth in the Authorized Signers List of the
Owner on Exhibit A hereto (each such person (an “Authorized Signer”), and, in the case of electronically transmitted
instructions, in accordance with such authentication procedures as may be agreed by the Custodian and the Owner from time to time. Any
electronically delivered instructions, including by email or facsimile, received from or on behalf of any Authorized Signer, or any email
or facsimile received from another individual on behalf of the Owner in which any Authorized Signers are also identified as copied, shall
constitute Proper Instructions.


 


In addition, Proper Instructions
may include instructions and directions given by electronic transmission administered by the Society for Worldwide Interbank Financial
Telecommunication (“SWIFT Messaging”), as well as certain other electronically transmitted instructions, such as FTP or other
online portal. The Owner understands that the Custodian cannot determine the identity of the actual sender of Proper Instructions sent
by SWIFT Messaging and such other methods of electronically
transmitted instructions, and agrees that the Custodian may conclusively presume that such directions have been sent by an Authorized
Signer. The Owner shall assure that only Authorized Signers shall transmit Proper Instructions from the Owner to the Custodian and shall
safeguard the use and confidentiality of applicable user and authorization codes, passwords, and/or authentication keys upon receipt by
the Owner. The Custodian shall not be liable for any losses, costs, or expenses arising directly or indirectly from the Custodian’s
reliance upon and compliance with such instructions or directions given by SWIFT Messaging or any other electronically transmitted instructions
for which the identity of the actual sender cannot be identified, including but not limited to any overdrafts. The Owner shall assume
all risks arising out of the use of SWIFT Messaging and any other electronic transmission methods to submit instructions and directions
to the Custodian, including without limitation the risk of the Custodian acting on unauthorized instructions and the risk of interception
and misuse by third parties, shall fully inform itself of the protections and risks associated with transmitting instructions and directions
to the Custodian by SWIFT Messaging and other electronic transmission methods. The Owner acknowledges that there may be more secure methods
of transmitting instructions and directions than SWIFT Messaging and other electronic messaging.





 


(f) For
the avoidance of doubt and notwithstanding anything herein to the contrary, the Owner agree that the Custodian shall not have nor shall
be implied to have any duties with respect to furnishing reports or other information as contemplated by the Investment Advisors Act of
1940 (the “Act”) or Rule 206(4)-2 under the Act, and the Custodian shall only be obligated to furnish information to
the Owner, or as the Owner and Custodian may otherwise agree. The Owner shall promptly notify the Custodian in the event it has knowledge
or receives notice that the Assets of the Owner hereunder are or will be (or are or will be deemed to be) “plan assets” subject
to the United States Employee Retirement Income Security Act of 1974, as amended (or any such substantially similar applicable federal,
state, or local law).


 


(g) The
Owner acknowledges that in accordance with laws, regulations and executive orders of the United States or any state or political subdivision
thereof as are in effect from time to time applicable to financial institutions relating to the funding of terrorist activities and money
laundering, including without limitation the USA Patriot Act (Pub. L. 107-56) and regulations promulgated by the Office of Foreign Asset
Control (collectively, “AML Law”), the Custodian is required to obtain, verify, and record information relating to individuals
and entities that establish a business relationship or open an account with the Custodian. The Owner hereby agrees that it shall provide
the Custodian with such identifying information and documentation as the Custodian may request from time to time in order to enable the
Custodian to comply with all applicable requirements of AML Law, including, but not limited to, the Owner’s name, physical address,
tax identification number and other information that will help the Custodian to identify and verify the Owner’s identity such as
organizational documents, certificate of good standing, license to do business, or other pertinent identifying information.


 






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Section 2. Compensation.


 


(a) The
Custodian shall be entitled to be paid by the Owner a fee as compensation for its services as set forth in the separate Fee Letter (the
“Fee Letter”) agreed to by the parties hereto. Except as otherwise noted, this fee covers account acceptance, set up
and termination expenses, plus usual and customary related administrative services such as safekeeping, investment, collection and distribution
of assets, including normal record-keeping/reporting requirements. Any additional services beyond those specified in this Agreement, or
activities requiring excessive administrator time or out-of-pocket expenses, shall be performed only after reasonable prior notice is
given to the Custodian by the Owner and shall be deemed extraordinary expenses for which related costs, transaction charges and additional
fees will be billed at the Custodian’s standard charges for such items. The Owner agrees to pay or reimburse the Custodian for all out-of-pocket
costs and expenses (including without limitation reasonable fees and expenses of legal counsel) incurred, and any disbursements and advances
made, in connection with the preparation, negotiation or execution of this Agreement, or in connection with or pursuant to consummation
of the transactions contemplated hereby, or the administration of this Agreement or performance by the Custodian of its duties and services
under this Agreement.


 


(b). The Owner hereby grants
to the Custodian a lien on all Custodial Assets for all indebtedness that may become owing to the Custodian hereunder, which lien may
be enforced by the Custodian by set-off or appropriate foreclosure proceedings. In this regard, if the Owner is unwilling or unable to
pay the Custodian any amounts due hereunder or to indemnify any indemnified party hereunder, the Custodian may, in its sole discretion,
withdraw any cash in the account, or, if insufficient, liquidate a portion of the Custodial Assets, and the Custodian shall use such cash
or deduct from such proceeds any fees, expenses and indemnities that it (or any indemnified party) may be due hereunder. The Owner hereby
consent to and authorize such action by the Custodian, and the Custodian shall have no liability for any action taken pursuant to this
authorization. The Custodian agrees to provide the Owner with written notice prior to taking any action pursuant to this Section 2(b).
The payment obligations to the Custodian pursuant to this Section 2 shall survive the termination of this Agreement and the resignation
or removal of the Custodian.


 


Section 3. Limitation of Responsibility of the Custodian; Indemnifications.


 


(a) The
Custodian shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and the Custodian
shall satisfy those duties expressly set forth herein so long as it acts in good faith and without gross negligence or willful misconduct.
The Custodian may rely and shall be protected in acting or refraining from acting on any written notice, request, waiver, consent or instrument
believed by it to be genuine and to have been signed or presented by the proper party or parties. The Custodian shall have no duty to
determine or inquire into the happening or occurrence of any event or contingency, and it is agreed that its duties are purely ministerial
in nature. The Custodian may consult with and obtain advice from legal counsel as to any provision hereof or its duties hereunder and
shall not be liable for action taken or omitted by it in good faith and the advice of such counsel or any opinion of counsel shall be
full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance
thereon. The Custodian shall not be liable for any action taken or omitted by it in good faith and
reasonably believed by it to be authorized hereby, except for actions arising from the gross negligence or willful misconduct of the Custodian.
The Custodian shall have no liability for loss arising from any cause beyond its control, including but not limited to, any act or provision
of any present or future law or regulation or governmental authority, any act of God, war, terrorism, accidents, labor disputes, disease,
epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability
of the Federal Reserve Bank wire or telex or other wire or communication facility, the act, failure or neglect of any agent or correspondent
selected with due care by the Custodian, any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator;
or the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers. Notwithstanding
anything in this Agreement to the contrary, in no event shall the Custodian be liable for special, punitive, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost profits).





 






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(b) It
is expressly acknowledged that the application and performance by the Custodian of its various duties hereunder (including calculations
to be performed in respect of the matters contemplated hereby) shall be based upon, and in reliance upon, data and information provided
to it by the Owner with respect to the Loan Assets. The Custodian shall have no liability for any failure, inability or unwillingness
on the part of the Owner to provide accurate and complete information on a timely basis to the Custodian, or otherwise to comply with
the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Custodian’s
part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received
by it, or other failure on the part of the Owner to comply with the terms hereof.


 


(c) Without
limiting the generality of the foregoing, the Custodian shall not be subject to any fiduciary or other implied duties and the Custodian
shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility and, accordingly,
shall have no duty to, or liability for its failure to, provide investment recommendations or investment advice to the parties hereto.
It is the intention of the parties hereto that the Custodian shall never be required to use, advance or risk its own funds or otherwise
incur financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. The Custodian
may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or, by or through affiliates,
agents or attorneys, and the Custodian shall not be responsible for any misconduct or negligence on the part of any non-affiliated agent
or attorney appointed hereunder with due care by it.


 


(d) The
Custodian is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of this Agreement
or any part hereof (except with respect to the Custodian’s obligations hereunder) or for the transaction or transactions requiring or
underlying the execution of this Agreement, the form or execution hereof or for the identity or authority of any person executing this
Agreement or any part hereof (except with respect to the Custodian) or depositing the Custodial Assets. The Custodian shall not be deemed
to have notice or knowledge of any matter hereunder unless written notice thereof is received by the Custodian. It is expressly acknowledged by
the Owner that application and performance by the Custodian of its various duties hereunder may be based upon, and in reliance upon, data,
information and notice provided to it by the Owner and/or any related bank agent, obligor or similar party with respect to the Custodial
Assets, and the Custodian shall have no responsibility for the accuracy of any such information or data provided to it by such persons
and shall be entitled to update its records (as it may deem necessary or appropriate). The Custodian shall not be liable for the actions
or omissions of, or any inaccuracies in the records of, the Owner or any clearing agency or depository or any other person and without
limiting the foregoing, the Custodian shall not be under any obligation to monitor, evaluate or verify compliance by the Owner or any
other person with any agreement or applicable law.





 


(e) The
Owner shall, and hereby agrees to, indemnify, defend and hold harmless the Custodian and its affiliates, directors, officers, shareholders,
agents and employees from any and all losses, damages, liabilities, demands, charges, costs, expenses (including the reasonable fees and
expenses of counsel and other experts) and claims of any nature (including the costs and expenses of a successful defense, in whole or
part, of any claim that Custodian breached its standard of care set forth herein) (collectively referred to herein as “Losses”),
in respect of, or arising from any acts or omissions performed or omitted by the Custodian, its affiliates, directors, officers, shareholders,
agents or employees pursuant to or in connection with the terms of this Agreement, or in the performance or observance of its duties or
obligations under this Agreement, including, without limitation, Losses resulting from the enforcement of the Owner’s indemnity
obligations hereunder; provided such acts or omissions are in good faith and without willful misconduct or gross negligence on the part
of the Custodian as determined by a final non- appealable judgment of a court of competent jurisdiction. The Owner also hereby agrees
to hold the Custodian harmless from any Loss resulting from any taxes or other governmental charges, and any expense related thereto,
which may be imposed, or assessed with respect to any Custodial Assets in the Account and also agrees to hold the Custodian and its respective
nominees harmless from any Loss as record holder of Custodial Assets in the Account. The Owner may remit payment for expenses and indemnities
owed to the Custodian hereunder or, in the absence thereof, the Custodian may from time to time deduct payment of such amounts from the
Account.


 






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(f) Nothing
herein shall impose or imply any duty or obligation on the part of the Custodian to verify, investigate or audit any such information
or data, or to determine or monitor on an independent basis whether any issuer of the securities or loans included in the Loan Assets
is in default or in compliance with the underlying instruments governing or securing such securities or loans, the role of the Custodian
hereunder being solely to perform only those functions as provided herein. This Section 3 shall survive the termination or assignment
of this Agreement and the resignation or removal of the Custodian.


 


Section 4. No Joint Venture.


 


Nothing contained in this
Agreement (i) shall constitute the Custodian or the Owner, respectively, as members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express,
implied or apparent authority to incur any obligation or liability on behalf of any of the others.





 


Section 5. Other Activities of Custodian.


 


Nothing herein shall prevent
the Custodian or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as a collateral
administrator or monitor, for any other person or entity even though such person or entity may engage in business activities similar to
those of the Owner.


 


Section 6. Resignation and Removal of Custodian.


 


(a) The
Custodian may at any time resign hereunder by giving written notice of its resignation to the Owner at least sixty (60) days prior to
the date specified for such resignation to take effect, and upon the effective date of such resignation, the Custodial Assets hereunder
shall be delivered by it to such person as may be designated in writing by the Owner, whereupon all the Custodian’s obligations
hereunder shall cease and terminate. If no such person shall have been designated by such date, all obligations of the Custodian hereunder
shall, nevertheless, cease and terminate. The Custodian’s sole responsibility thereafter shall be to keep safely all Custodial Assets
then held by it and to deliver the same to a person designated by the Owner or in accordance with the direction of a final order or judgment
of a court of competent jurisdiction.


 


(b) The
Owner may remove the Custodian at any time by giving the Custodian at least sixty (60) days’ prior written notice. Upon receipt
of the identity of the successor Custodian as designated by the Owner in writing, the Custodian shall either deliver the Custodial Assets
then held hereunder to the successor Custodian, less the Custodian’s fees, costs and expenses or other obligations owed to the Custodian,
or hold such Assets (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid.
Upon delivery of the Custodial Assets to successor Custodian, the Custodian shall have no further duties, responsibilities or obligations
hereunder.


 


Section 7. Action upon Termination, Resignation or Removal of
the Custodian.


 


Promptly upon the effective
date of the resignation or removal of the Custodian pursuant to Section 6 hereof the Custodian shall be entitled to be paid all amounts
accruing to it to the date of such termination, resignation or removal. Upon receipt of the identity of the successor Custodian as designated
by the Owner in writing, the Custodian shall either deliver the Custodial Assets then held hereunder to the successor Custodian, less
the Custodian’s fees, costs and expenses or other obligations owed to the Custodian, or hold such Custodial Assets (or any portion
thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. Upon delivery of the Custodial
Assets to successor Custodian, the Custodian shall have no further duties, responsibilities or obligations hereunder.


 






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Section 8. Notices.
Any delivery of physical Custodial Assets or any notice, report or other communication given hereunder shall be in writing, given at the
address below (or to such other address as shall have provided to the others in writing), by
prepaid first class mail, overnight courier, facsimile or email:








 





	 	If to the Custodian:
	 	 
	 	With respect to the delivery of physical Custodial Assets: Computershare Trust Company, N.A.
	 	 	 
	 	Attn:	CTSO Mail Room
	 	MAC:	N9300-070
	 	 	600 South Fourth Street Minneapolis, MN 55415 Ref: PhenixFIN Corporation
	 	Email:	SASCustodyTeam@wellsfargo.com For all other purposes:
	 	 	Computershare Trust Company, N.A. 9062 Old Annapolis Road
	 	 	Columbia, Maryland 21045
	 	Attn:	Securities Custody Services Ref: PhenixFIN Corporation Fax: (410) 715-3748
	 	Email: 	SASCustodyTeam@wellsfargo.com If to the Owner:
	 	 	PhenixFIN Corporation 445 Park Avenue
	 	 	10th Floor
	 	 	New York, NY 10022



 


Section 9. Amendments.


 


This Agreement may not be
amended, changed, modified or terminated (except as otherwise expressly provided herein) except by the Owner and the Custodian in writing.


 


Section 10. Successor and Assigns.


 


This Agreement shall inure
to the benefit of, and be binding upon, the successors and assigns of each of the Owner and the Custodian. Notwithstanding the foregoing,
any organization or entity into which the Custodian may be merged or converted or with which it may be consolidated, any organization
or entity resulting from any merger, conversion or consolidation to which the Custodian shall be a party and any organization or entity
succeeding to all or substantially all of the corporate trust business of the Custodian, shall be the successor Custodian hereunder without the execution or filing of any paper or
any further act of any of the parties hereto.





 


Section 11. Governing Law.


 


THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


The parties hereto hereby
irrevocably submit to the non-exclusive jurisdiction of any New York State or Federal Court sitting in the Borough of Manhattan in the
City of New York in any proceeding arising out of or relating to this Agreement, and the parties hereby irrevocably agree that all claims
in respect of any such proceeding may be heard and determined in any such New York State or Federal court. The parties hereby irrevocably
waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such proceeding.
The parties agree that a final non-appealable judgment in any such proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law.


 


Section 12. Headings.


 


The section headings hereof
have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.


 






    9


     


    

 


Section 13. Counterparts.


 


This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one
and the same instrument. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. This Agreement shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual
on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii)
any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of
the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the
UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature,
or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original
manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed,
scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm
or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for execution
or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.








 


Section 14. Severability.


 


Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall be ineffective only to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof and such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


Section 15. Waiver.


 


No failure on the part of
any party hereto to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this
Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege.


 


Section 16. No Third Party Beneficiaries.


 


This Agreement does not confer
any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.


 


Section 17. Waiver of Jury Trial.


 


EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.





 






    10


     


    

 


IN WITNESS WHEREOF, the
parties have caused this Loan Administration Agreement to be duly executed and delivered as of the date and year first above written.


 





	 	PHENIXFIN CORPORATION, as the Owner
	 	 
	 	By:	/s/ Ellida McMillan
	 	Name:	Ellida McMillan
	 	Title:	CFO


 





	 	COMPUTERSHARE TRUST COMPANY, N.A., as Custodian
	 	 
	 	By:	/s/
    Jose M. Rodriguez
	 	Name:	Jose M. Rodriguez
	 	Title:	Vice president


 






    


     


    







 


Exhibit
A


 


Authorized
Signers List


 


Each
of the following named officers is authorized to act for, and bind PhenixFIN Corporation (the “Owner”) with respect
to matters concerning that certain Loan Administration and Custodial Agreement dated as of [   ], 2022, between Computershare Trust Company,
N.A., as Custodian and the Owner :


 





	/s/ Ellida McMillan	 	Ellida McMillan	 	CFO
	Signature	 	Name of Officer	 	Title
	 	 	 	 	 
	445 park avenue 10th FL New York, NY 10022
	Business Address
	 	 	 	 	 
	 	 	 	 	 
	Signature	 	Name of Officer	 	Title
	 	 	 	 	 
	 	 	 	 	 
	Business Address
	 	 	 	 	 
	 	 	 	 	 
	Signature	 	Name of Officer	 	Title
	 	 	 	 	 
	 	 	 	 	 
	Business Address
	 	 	 	 	 
	 	 	 	 	 
	Signature	 	Name of Officer	 	Title
	 	 	 	 	 
	 	 	 	 	 
	Business Address