Exhibit 10.5





 Exhibit 10.5 

EXECUTION VERSION 
  

 
 CUSTODY
AGREEMENT 
  
  

dated as of August 7, 2019 

by and between 
 Muzinich BDC, Inc.

 (“Company”) 
 and

 U.S. BANK NATIONAL ASSOCIATION 

(“Custodian” and “Document Custodian”) 
  












 TABLE OF CONTENTS 

Page 
  

							
	1.	 	 DEFINITIONS
	  	 	1	 
			
	2.	 	 APPOINTMENT OF CUSTODIAN
	  	 	7	 
			
	3.	 	 DUTIES OF CUSTODIAN
	  	 	8	 
			
	3A.	 	 DUTIES OF DOCUMENT CUSTODIAN
	  	 	17	 
			
	4.	 	 REPORTING
	  	 	18	 
			
	5.	 	 DEPOSIT IN U.S. SECURITIES SYSTEMS
	  	 	19	 
			
	6.	 	 SECURITIES HELD OUTSIDE OF THE UNITED STATES
	  	 	19	 
			
	7.	 	 CERTAIN GENERAL TERMS
	  	 	22	 
			
	8.	 	 COMPENSATION OF CUSTODIAN
	  	 	25	 
			
	9.	 	 RESPONSIBILITY OF CUSTODIAN
	  	 	25	 
			
	10.	 	 SECURITY CODES
	  	 	29	 
			
	11.	 	 TAX LAW
	  	 	29	 
			
	12.	 	 EFFECTIVE PERIOD AND TERMINATION
	  	 	29	 
			
	13.	 	 REPRESENTATIONS AND WARRANTIES
	  	 	31	 
			
	14.	 	 PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
	  	 	32	 
			
	15.	 	 NOTICES
	  	 	32	 
			
	16.	 	 PROPRIETARY AND CONFIDENTIAL INFORMATION
	  	 	33	 
			
	17.	 	 CHOICE OF LAW AND JURISDICTION
	  	 	34	 
			
	18.	 	 ENTIRE AGREEMENT; COUNTERPARTS
	  	 	34	 
			
	19.	 	 AMENDMENT; WAIVER
	  	 	34	 
			
	20.	 	 SUCCESSOR AND ASSIGNS
	  	 	35	 
			
	21.	 	 SEVERABILITY
	  	 	35	 
			
	22.	 	 REQUEST FOR INSTRUCTIONS
	  	 	35	 
			
	23.	 	 OTHER BUSINESS
	  	 	36	 
			
	24.	 	 REPRODUCTION OF DOCUMENTS
	  	 	36	 
			
	25.	 	 MISCELLANEOUS
	  	 	36	 
		
	 SCHEDULES
	  			
			
		 	 SCHEDULE A – Trade Confirmation
	  			
			
		 	 SCHEDULE B – Initial Authorized Persons
	  			

  












 THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of August 7, 2019 and is by and
between MUZINICH BDC, INC. (and any successor or permitted assign), a Delaware corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting hereunder), a national banking association, as
custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”) and as document custodian (in such capacity, along with any successor or permitted assign acting as custodian
hereunder, the “Document Custodian”). 
 RECITALS 

WHEREAS, the Company is a closed-end management investment company, which intends to elect to be
treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”); 

WHEREAS, the Company desires to retain U.S. Bank National Association to act as custodian and as document custodian for the Company and each
Subsidiary hereafter identified to the Custodian and the Document Custodian; 
 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 in compliance with Section 17(f) of the 1940 Act; 

WHEREAS, the Company desires that certain of the Company’s Loan Files (as defined below) be held by the Document 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, the Securities Account, any Subsidiary Cash Account and any Subsidiary 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 each of (i) the Company, and (ii) the Custodian or the relevant sub-custodian, including a Foreign Sub-custodian, are open for business in the market or country in which a transaction is to take place. 

 












 “Cash Account” or “Cash Accounts” means the accounts to be
established at the Custodian to which the Custodian shall deposit and hold any cash Proceeds received by it from time to time from or with respect to the Securities or the sale of the common stock of the Company, as applicable, which accounts shall
be designated the “Muzinich BDC, Inc. Cash Interest Proceeds Account” and the “Muzinich BDC, Inc. Cash Principal Proceeds Account.” 

“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 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). 

  
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 “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 in accordance with Section 6.6, 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, whether made by a bank or other financial
institution and/or made in a direct lending capacity to the borrower thereunder or otherwise, 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 Assignment
Agreement” has the meaning set forth in Section 3.3(b)(ii). 
 “Loan Checklist” means a list delivered to the
Document Custodian in connection with delivery of each Loan to the Document 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. 
 “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 lender or other holder thereof. 
 “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 any offering by the Company of any class of
securities issued by the Company (including any drawdowns in respect of committed capital in connection therewith), (ii) cash distributions, earnings, dividends, fees and other cash payments paid on the Securities (or, as applicable, Subsidiary
Securities) by or on behalf of the issuer or obligor thereof, 

  
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or applicable paying agent, (iii) the net cash proceeds of the sale or other disposition of the Securities (or, as applicable, Subsidiary Securities) pursuant to the terms of this Agreement
(and any Reinvestment Earnings from investment of the foregoing, as defined in Section 3.6(b) hereof) and (iv) the net cash proceeds to the Company of any borrowing or other financing by the Company. 

“Proper Instructions” means instructions (including Trade Confirmations) received by the Custodian or Document 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 or Document 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; or 

(c) such other means as may be agreed upon from time to time by the Custodian or Document Custodian and the party giving such
instructions, including oral instructions. 
 provided that, for any transaction involving cash (e.g., withdrawals, transfers
and disbursements) or assets, the Custodian shall confirm that the instruction is authorized by an Authorized Person by telephone call-back at the telephone number designated in Schedule C. The Authorized Person confirming the instruction shall be a
person other than the Authorized Person from whom the Instruction was received. 
 “Reinvestment Earnings” has the meaning
set forth in Section 3.6. 
 “Request for Release” means a request for release of any Loan File, which request shall be
either (i) delivered to the Document Custodian substantially in the form of Exhibit A hereto or (ii) as otherwise agreed to between the Document Custodian and the Company. 

“Required Loan Documents” means, for each Loan: 

(a) other than in the case of a Participation, (i) an executed copy of the Assignment for such Loan, as identified on the
Loan Checklist, or (ii) in the case of a directly originated Loan, such documents as may be identified in 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, as identified on the Loan Checklist; 
 (c) (i) if the Company is the
sole lender or if the Company or an affiliate of the Company acts as agent for the lenders, (A) 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, (B) a copy of each related security agreement (if any) 

  
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signed by the applicable obligor(s), as identified on the Loan Checklist, and (C) a copy of each related guarantee (if any) then executed in connection with such Loan, as identified on the
Loan Checklist, and (ii) in all other cases, such copies of the documents described in clauses (A), (B) and (C), which may not be executed copies, as are reasonably available to the Company, as identified on the Loan Checklist; and 

(d) a copy of the Loan Checklist. 

“Securities” means, collectively, the (i) investments, including Loans, acquired by the Company and delivered to the
Custodian or Document 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). For avoidance of doubt, the term “securities” includes stocks, shares, bonds, debentures, notes, or other obligations and any certificates, receipts, warrants or other instruments representing rights to
receive, purchase, or subscribe for the same, or evidencing or representing any other rights or interests therein, or in any property or assets. 

“Securities Account” means each segregated 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 “Muzinich BDC, Inc. Securities Custody Account”. 

“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). 
 “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. 
 “Subsidiary” means,
collectively, any wholly owned subsidiary of the Company identified to the Custodian by the Company pursuant to Section 3.13(c). 

  
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 “Subsidiary Cash Account” shall have the meaning set forth in
Section 3.13(b). 
 “Subsidiary Securities” collectively, the (i) investments, including Loans, acquired by a
Subsidiary and delivered to the Custodian 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). 
 “Subsidiary Securities Account” shall have the meaning set forth in Section 3.13(a). 

“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/or the Document Custodian) and the Company from time to time. 
 “UCC” shall have
the meaning set forth in Section 3.3(b)(ii). 
 “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. 
 “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 to evidence 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)	 a reference to a Person includes a reference to the Person’s executors, successors and permitted assigns;




  
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	 	(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. 



 

	 	(a)	 The Company hereby appoints the Custodian as custodian of certain Securities and cash owned by the Company and
the Subsidiaries (as applicable) and delivered to the Custodian 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.



  

	 	(b)	 The Company hereby appoints the Document Custodian as custodian to hold the Loan Files and Required Loan
Documents owned by the Company and the Subsidiaries (as applicable) and delivered to the Document Custodian 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 Document Custodian hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement with respect to it and
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 or Document Custodian all necessary instructions and information, and shall respond promptly to all inquiries and requests of the Custodian or Document Custodian, as may reasonably be necessary to enable the Custodian or Document
Custodian to perform its duties hereunder. 


  

	 	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 



  
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Account. Without limiting the generality of the foregoing, except for the performance of its obligations explicitly set forth herein, the Custodian has no responsibility for the Company’s
compliance with the Company’s obligations under 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 in accordance with Proper Instructions 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 and shall be identified as subject to this Agreement. 


  

	 	3.2	 Accounts. 


  

	 	(a)	 The Custodian shall open and maintain in its trust department the Cash Account to which the Custodian shall
deposit or credit and hold any cash or Proceeds received by it from time to time on behalf of the Company whether from or with respect to the Securities or the sale of the interest of the Company, pursuant to a drawdown in respect of committed
capital to the Company, or otherwise, as applicable. 


  

	 	(b)	 The Custodian shall open and maintain in its trust department the Securities 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 3.6(b), all Securities (other than Loans) and other assets of the Company which are delivered to it in accordance with this
Agreement. For 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. 


 The Custodian shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of
any such Securities and investments except pursuant to the direction of the Company under terms of the Agreement. 

  
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	 	3.3	 Delivery of Cash and 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 (i) 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 (ii) cash received by the Company for the issuance, at any time during such period, of 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 Document Custodian and at the address identified in Section 15(c). 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 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. With respect to Securities (other than Loan Assets and assets in the nature of “general intangibles” (as hereinafter defined)) held by the Custodian in its capacity as a
“securities intermediary” (as defined in Section 8-102 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”)), the Custodian shall be obligated to exercise
due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to hold such Securities. 


  

	 	(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 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. 



(ii) Notwithstanding anything herein to the contrary, delivery of Loans acquired by the Company (or, if applicable, a Subsidiary thereof)
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, if applicable, a Subsidiary thereof (or, in either case, its nominee) or a copy (which may be a facsimile copy)
of an assignment agreement in favor of the Company (or, if applicable, a Subsidiary) as assignee, and (ii) in the case of a Participation, a copy of the related participation agreement. Any duty on the part of the


  
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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 become 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. 

(iv) Contemporaneously with the acquisition of any Loan, the Company shall (1) cause any appropriate Financing Documents evidencing such
Loan to be delivered to the Custodian; (2) 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, (3) provide to the 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; (4) take all actions
reasonably necessary for the Company to acquire good title to such Loan; and (5) take all actions as may be reasonably 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 

  
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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, and shall be entitled to update its records (as it
may deem necessary or appropriate), or from the Company, 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 or the Document Custodian, as applicable, shall release and ship for delivery, or direct its
agents or sub-custodian to release and ship for delivery, 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-custodian 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 or Document Custodian to perform), which may be standing instructions (in form acceptable to the Custodian) in the following cases: 



 

	 	(i)	 upon sale of such Securities by or on behalf of the Company, and such sale may, unless and except to the extent
otherwise directed by Proper Instructions, be carried out by the Custodian or the Document Custodian, as applicable: 


  

	 	(A)	 in accordance with the customary or established practices and procedures in the jurisdiction or market where
the transactions occur, including, if applicable and appropriate, 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; 



 

	 	(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-custodian); 



  
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	 	(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-custodian 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, the Document
Custodian, their agents or sub-custodian); 


  

	 	(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, the
Document Custodian, their agents or sub-custodian); and/or 


  

	 	(ix)	 for any other purpose, but only upon receipt of 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-custodian (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 (if the Custodian determines it cannot hold such security in the name of the Company), 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-custodian 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-custodian shall
not be obligated 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. 



  
 12 














	 	3.6	 Bank Accounts, and Management of Cash. 



 

	 	(a)	 Proceeds from the Securities and other cash received by the Custodian from time to time shall be credited to
the Cash Account. All amounts credited to the Cash Account shall be subject to clearance and receipt of final payment by the Custodian. Securities may also be delivered and held in the Cash Account by the Custodian. 



 

	 	(b)	 Amounts held in the respective 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 by Proper Instructions instruct the Custodian to liquidate any
Eligible Investment in connection with a withdrawal of amounts from the Cash Accounts, the Custodian shall be entitled to liquidate such Eligible Investment, and shall have no liability for any loss incurred as a result of the liquidation of any
such Eligible Investment credited to such Cash Account as needed to provide necessary liquidity. 


  

	 	(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, with notice to be provided to the Company. 


  

	 	3.7	 Foreign Exchange. 


  

	 	(a)	 Upon the receipt of Proper Instructions, the Custodian, its agents or its
sub-custodian 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-custodian or any affiliates of the Custodian or the sub-custodian. The Custodian
shall have no liability for any losses incurred in or resulting from the rates obtained in such foreign exchange 



  
 13 














	 	
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. 


  

	 	3.8	 Collection of Income. The Custodian, its agents or its
sub-custodian 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
respective Cash Account designated by the Company (or remit to its agents or its sub-custodian, 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, if applicable and appropriate, 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




  
 14 














	 	(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 accounts of the Company,
including transactions executed with or through the Custodian, its agents or its sub-custodian, as contemplated by Section 3.7 above; and 



 

	 	(iii)	 for any other purpose (including without limitation expense payments) 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 and the Document Custodian from
the Cash Account, whether or not in receipt of express direction or instruction from the Company, any undisputed amounts due and payable to it pursuant to Section 8 hereof, and (ii) as otherwise permitted by Section 7.5, 9.4 or
Section 12.5 below, provided, however, that in each case (i) the Custodian or Document Custodian, as applicable, shall have first invoiced or billed the Company for such amounts and the Company shall have failed to pay and/or dispute such
amounts within thirty (30) days after the date of such invoice or bill, and (ii) all such payments shall be accounted for to the Company. 


  

	 	3.10	 Proxies. Without limitation of the Custodian’s obligations under Section 3.11 below, 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-custodian 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 to
the applicable issuer 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. 


  

	 	3.11	 Communications Relating to Securities. The Custodian shall transmit promptly to the Company all written
information (including proxies, proxy soliciting materials, notices, pendency of calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents or its
sub-custodian 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. Except to the extent caused by a failure of the Custodian to have satisfied its obligations under the first
sentence of this Section 3.11 with respect to written information concerning such right or power, 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-custodian unless: 



  
 15 














	 	(i)	 the Custodian has received Proper Instructions with regard to the exercise of any such right or power at least
three (3) Business Days prior to the date on which such right or power is to be exercised; and 


  

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


 Notwithstanding the foregoing, in the event the Custodian shall receive Proper Instructions with
regard to the exercise of any right or power less than three (3) Business Days prior to the date on which such right or power is to be exercised, the Custodian shall use reasonable best efforts to exercise such right or power as promptly as
practicable. 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 32a-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 (including its
independent public accountants) and employees and agents of the Securities and Exchange Commission, upon reasonable request and at least five Business Days’ prior written 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	 Custody of Subsidiary Securities. 



 

	 	(a)	 With respect to each Subsidiary identified to the Custodian by the Company, there shall be established at the
Custodian a segregated account to which the Custodian shall deposit and hold any Subsidiary Securities (other than Loans) received by it (and any Proceeds received by it in the form of dividends in kind) pursuant to this Agreement, which account
shall be designated the “[INSERT NAME OF SUBSIDIARY] Securities Account” (the “Subsidiary Securities Account”). 



  
 16 














	 	(b)	 With respect to each Subsidiary identified to the Custodian by the Company, there shall be established at the
Custodian a segregated account to which the Custodian shall deposit and hold any cash Proceeds received by it from time to time from or with respect to Subsidiary Securities or other Proceeds, which account shall be designated the “[INSERT NAME
OF SUBSIDIARY] Cash Proceeds Account” (the “Subsidiary Cash Account”). 


  

	 	(c)	 To the maximum extent possible, the provisions of this Agreement regarding Securities of the Company, the
Securities Account and the Cash Account shall be applicable to any Subsidiary Securities, cash and other investment assets, Subsidiary Securities Account and Subsidiary Cash Account, respectively. The parties hereto agree that the Company shall
notify the Custodian in writing as to the establishment of any Subsidiary as to which the Custodian is to serve as custodian pursuant to the terms of this Agreement; and identify in writing any accounts the Custodian shall be required to establish
for such Subsidiary as herein provided. 


  

	 	3.14	 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 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). 


  

	3A.	 DUTIES OF DOCUMENT CUSTODIAN 



 

	 	(a)	 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. 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. 


  

	 	(b)	 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 Document Custodian the Required Loan Documents, including the Loan Checklist. 



  
 17 














	 	(c)	 The Document Custodian shall release and ship for delivery, or direct its agents or sub-custodian to release and ship for delivery, as the case may be, Required Loan Documents (or other Underlying Loan Documents) of the Company held by the Document Custodian, its agents or its sub-custodian from time to time upon receipt of a Request for Release (which shall, among other things, specify the Required Loan Documents (or other Underlying Loan Documents) to be released, with such delivery and
other information as may be necessary to enable the Document Custodian to perform (including the delivery method). Any request for release by the Company shall be in the form of the Request for Release. The Company is authorized to transmit and the
Document Custodian is authorized to accept signed facsimile or email copies of Requests for Release submitted in the form attached hereto as Exhibit A (or as otherwise agreed between the Document Custodian and the Company.



  

	 	(d)	 For the avoidance of doubt, the Document Custodian shall have no obligation to review or monitor any Required
Loan Documents or other Underlying Loan Documents but shall only be required to hold those Required Loan Documents or other Underlying Loan Documents received by it in accordance with this Agreement. 



 

	 	(e)	 Notwithstanding anything to the contrary herein, all rights, protections, indemnities and immunities provided
in this Agreement in favor of, and all obligations and responsibilities undertaken by, the Custodian under this Agreement shall also apply to the Document Custodian, in each case, as applicable in order to give maximum effect to the Document
Custodian’s contemplated responsibilities hereunder. 


  

	4.	 REPORTING 



 

	 	(a)	 The Custodian shall render to the Company a monthly report of (i) all deposits to and withdrawals from the
Cash Account during the month, and the outstanding balance (as of the last day of the preceding monthly report and as of the last day of the subject month) and (ii) an itemized statement of the Securities held pursuant to this Agreement as of
the end of each month, all transactions in the Securities during the 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, (ii) a report of settled and unsettled trades of Securities for such Business Day, (iii) all holdings as of such
Business Day, and (iv) any cash or Securities expected to have been received in the Cash Account and/or Securities Account on such Business Day which were not received. 



  
 18 














	 	(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, promptly upon request, 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 any Foreign
Sub-custodian appointed pursuant to Section 6.1. 


  

	5.	 DEPOSIT IN U.S. SECURITIES SYSTEMS 



The Custodian may deposit and/or maintain Securities in a Securities System within the United States in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations, including Rule 17f-4 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 Securities System (other than to the extent resulting from the gross negligence, misfeasance, fraud or willful misconduct of the Custodian
itself, or from failure of the Custodian to enforce effectively such rights as it may have against the U.S. Securities System) provided however that to the extent it places and maintains financial assets, corresponding to the Company’s security
entitlements, with a Securities Depository, nothing in this paragraph (d) shall relieve the Custodian from its obligation to exercise due care in accordance with reasonable commercial standards in discharging its duty as a securities
intermediary to obtain and thereafter maintain such financial assets. 


  

	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 sub-custodian
to hold the Securities and other assets of the Company maintained outside the United States, subject to the Company’s 



  
 19 














	 	
approval in accordance with this Section. If the Custodian wishes to appoint a Foreign Sub-custodian 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 give a written approval or disapproval, in its discretion, 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-custodian 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 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 that 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-custodian. 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 Eligible 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, if applicable and appropriate, 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. 


  

	 	6.6	 Foreign Sub-custodian. 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 Sub-custodian or its creditors (except a claim of payment for their safe custody or administration) or, in the case of cash deposits, liens or rights in favor of creditors of the
Sub-custodian arising 



  
 20 














	 	
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 in its reasonable discretion will provide, in their entirety, the same or a greater level of care and protection for Company assets as the specified provisions, in their entirety. 


 

	 	6.7	 Custodian’s Responsibility for Foreign Sub-custodian.



  

	 	(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 the Custodian 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, including the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security
and data protection practices; (ii) whether the Foreign Sub-custodian has the requisite financial strength to provide reasonable care for Company 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 or at such other times as the Company’s board of directors deems
reasonable and appropriate based on the circumstances of the Company’s foreign custody arrangements, 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. 



  
 21 














	 	(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. To the extent the
Custodian holds Foreign Securities and related Proceeds with one or more Eligible Securities Depositories, the Custodian shall provide the Company with an analysis of the custody risks associated with maintaining assets with such Eligible Securities
Depository and shall monitor such custody risks on a continuing basis and promptly notify the Company of any material change in these risks. The Custodian agrees to exercise reasonable care, prudence and diligence in performing its obligations under
this clause (c). If the Custodian determines that a custody arrangement with an Eligible Securities Depository no longer meets the requirements of this Section, the Company’s Foreign Securities must be withdrawn from such depository as soon as
reasonably practicable. 


  

	 	(d)	 The Custodian’s responsibility with respect to the selection, appointment and/or retention of a Foreign Sub-custodian shall be limited to a duty to exercise reasonable care in the selection, appointment and 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 and, at the request of the Company, assist the Company in recovering, such costs, expenses, damages, liabilities, or claims from such Foreign Sub-custodian; provided that to the extent the Custodian has satisfied its duties hereunder, 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, fraud or insolvency of a Securities System (including an Eligible Securities Depository), the Custodian shall make reasonable endeavors, to seek recovery from the Securities
System (including an Eligible Securities Depository). 


  

	7.	 CERTAIN GENERAL TERMS 



 

	 	7.1	 No Duty to Examine Financing Documents. 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 or Loan (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.




  
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	 	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 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). If such person elects to give the Custodian email or facsimile instructions
(or instructions by a similar electronic method) and the Custodian in its discretion elects to act upon such instructions, the Custodian’s reasonable understanding of such instructions shall be deemed controlling. 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 notwithstanding such instructions conflicting with or being inconsistent with a subsequent written
instruction; provided, however, that the Custodian shall be required to exercise reasonable best efforts to comply with such subsequent instructions in order to correct and/or modify its actions so as to conform to such subsequent written
instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic 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. 


  

	 	(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. 



  
 23 














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


  

	 	(a)	 make payments to itself as described in or pursuant to Section 3.9(b), or to make payments to itself or
others for undisputed, minor, reasonable out-of-pocket expenses of handling securities or other similar items relating to its duties under this Agreement, provided that
(i) the Custodian shall have first invoiced or billed the Company for such amounts and the Company shall have failed to pay and/or dispute such amounts within thirty (30) days after the date of such invoice or bill, and (ii) all such
payments shall be regularly 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 or of 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 5:00 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 5:00 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). 


  

	 	7.8	 Actions on the Loans. Except as expressly set forth herein, the Custodian shall have no duty or
obligation hereunder to take any action on behalf of the Company, to communicate on behalf of the Company, to collect amounts or proceeds in respect of, or otherwise to interact or exercise rights or remedies on behalf of the Company, with respect
to any of the Loans. All such actions and communications are the responsibility of the Company. 



  
 24 














	8.	 COMPENSATION OF CUSTODIAN 



 

	 	8.1	 Fees. The Custodian and the Document Custodian shall be entitled to compensation for their services in
accordance with the terms of that certain fee letter dated August 7, 2019 (the “Fee Letter”), between the Company and the Custodian. 


  

	 	8.2	 Expenses. The Company agrees to pay or reimburse to the Custodian and the Document Custodian upon its
request from time to time all reasonable, out-of-pocket costs, disbursements, advances, and expenses (including reasonable fees and expenses of legal counsel, subject to
and to the extent provided in the Fee Letter) 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 (not to exceed an aggregate amount of $20,000 without the prior written consent of the Company), or in connection with the transactions
contemplated hereby or the administration of this Agreement or performance by the Custodian or the Document Custodian, as applicable, of its duties and services under this Agreement, from time to time (including costs and expenses of any action
deemed necessary by the Custodian or the Document Custodian to collect any amounts owing to it under this Agreement). 


  

	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. Subject to Section 7.4, 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 



  
 25 














	 	
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 Document Custodian and the Custodian of each of their appointments 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)	 Each of the Custodian and the Document Custodian may rely on and shall be protected in acting or refraining
from acting upon any written notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt or other paper or document furnished to it (including 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 and the Document Custodian shall be entitled to presume the genuineness and due authority of any signature appearing thereon. Neither the Custodian nor
the Document Custodian shall 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 or Document Custodian, as applicable, shall examine the same to determine whether it substantially conforms on its face to such
requirements hereof. 


  

	 	(b)	 Neither the Custodian, the Document Custodian nor any of their directors, officers or employees shall be liable
to the Company 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, fraud or bad faith on its part. Neither the Custodian nor the Document Custodian shall 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. Neither the Custodian nor the Document Custodian shall 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. 



  
 26 














	 	(c)	 In no event shall any party to this Agreement be liable hereunder for any indirect, special, punitive or
consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. For the avoidance of doubt, nothing contained in this Section 9.3(c) shall limit the Company’s obligation to indemnify the
Custodian and the Document Custodian in accordance with Section 9.4 thereto. 


  

	 	(d)	 The Custodian and the Document 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 or the Document 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, subject to and to the extent provided in the Fee Letter. 


  

	 	(e)	 Neither the Custodian nor the Document Custodian shall be deemed to have notice of any fact, claim or demand
with respect hereto unless actually known or reasonably should have been known by an officer 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 or the Document 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 or the Document 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 the expenditure of such funds or the taking of such action is indemnified hereunder or it
shall otherwise be furnished with acceptable indemnification. Nothing herein shall obligate the Custodian or the Document 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 rights of the Custodian and the Document Custodian to take any action hereunder shall not be
construed as duty. 


  

	 	(h)	 The Custodian and the Document Custodian may each act or exercise duties or powers hereunder through agents
(including for the avoidance of doubt, sub-custodians) or attorneys, and the Custodian and Document Custodian, as applicable, shall not be liable or responsible for the actions or omissions of any such agent
or attorney appointed with due care (including, for the avoidance of doubt, in the case of sub-custodians, in accordance with Section 3.14). 



  
 27 














	 	(i)	 All indemnifications contained in this Agreement in favor of the Custodian and the Document Custodian shall
survive the termination of this Agreement or earlier resignation of the Custodian or the Document Custodian, as applicable. 


  

	 	9.4	 Indemnification. 


  

	 	(a)	 The Company shall and does hereby indemnify and hold harmless each of the Custodian and the Document Custodian,
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 or the Document Custodian,
whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation the Company or any
Subsidiary, and any advances or disbursements made by the Custodian or the Document 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 duties of the Custodian and the Document Custodian hereunder, or the relationship between the Company (including, for
the avoidance of doubt, any Subsidiary), the Custodian and the Document Custodian created hereby, including the enforcement of any indemnification rights hereunder, other than such liabilities, losses, damages, claims, costs and expenses as are
directly caused by the Custodian’s or the Document Custodian’s, as applicable, own action or inaction constituting bad faith, gross negligence, fraud or willful misconduct on its part. 



 

	 	(b)	 If the Company requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities
for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes (other than any income taxes in respect
of compensation hereunder), charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own action or inaction constituting bad faith, gross
negligence, fraud or willful misconduct, or if the Company fails to compensate or pay the Custodian pursuant to Section 8.1 or Section 9.4 hereof, any cash at any time held for the account of the Company shall be security therefor; should
the Company fail to repay the Custodian promptly (or, if specified, within the time frame provided herein), the Custodian shall be entitled, subject to and in accordance with Section 3.9(b) hereof, to utilize available cash to the extent
necessary to obtain reimbursement. 


  

	 	9.5	 Force Majeure. Without prejudice to the generality of the foregoing, subject to compliance with the
representation, warranty and covenant in Section 13.2(d) below, neither the Custodian nor the Document Custodian shall be liable to the Company for any damage or loss resulting from or caused by events or circumstances beyond the




  
 28 














	 	
reasonable control of the Custodian or Document Custodian, 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 the Document
Custodian; or changes in applicable law, regulation or orders. 

  

	10.	 SECURITY CODES 



If the Custodian or Document Custodian issue 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 or Document
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 (but excluding any income taxes assessable in respect of compensation
paid to the Custodian pursuant to this Agreement). 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 by the tax law of foreign (e.g., 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. 


  

	12.	 EFFECTIVE PERIOD AND TERMINATION 



 

	 	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 be terminated by the Document Custodian, the Custodian or the Company pursuant to Section 12.2.




  
 29 














	 	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 any party to the other parties not later than one hundred-twenty (120) 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	 The Custodian and/or the Document Custodian may at any time resign under this Agreement by giving not less than
one hundred-twenty days (120) days advance written notice thereof to the Company. The Company may at any time remove the Custodian and/or the Document Custodian under this Agreement by giving not less than one hundred-twenty (120) days
advance written notice to the Custodian or Document Custodian, as applicable. 


  

	 	12.4	 Successor. Prior to the effective date of termination of this Agreement, as the case may be, the Company
shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable. The Custodian shall, upon receipt of Proper Instruction from the Company (i) deliver directly to the successor Custodian all Securities (other than
Securities held in a Book-Entry System or Securities Depository) and cash then owned by the Company and held by the Custodian as custodian, and (ii) transfer any Securities held in a Book-Entry System or Securities Depository to an account of
or for the benefit of the Company at the successor Custodian, provided that the Company shall have paid to the Custodian all fees, expenses and other amounts to the payment or reimbursement of which it shall then be entitled. In addition, the
Custodian shall, at the expense of the Company, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by the Custodian under this Agreement (if such form differs from the form in which the
Custodian has maintained the same, the Company shall pay any reasonable and documented expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities. Upon such delivery and
transfer, the Custodian shall be relieved of all obligations under this Agreement. 


  

	 	12.5	 Payment of Fees, etc. Upon termination of this Agreement, the Company shall pay to each of the Custodian
and the Document Custodian such compensation, and shall likewise reimburse each of the Custodian and the Document Custodian for its costs, expenses and disbursements, as may be due as of the date of such termination or resignation. All
indemnifications in favor of the Custodian and the Document Custodian under this Agreement shall survive the termination of this Agreement or any resignation of the Custodian or the Document Custodian, as applicable. 



 

	 	12.6	 Final Report. In the event of any resignation 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. 



  
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	13.	 REPRESENTATIONS AND WARRANTIES 



 

	 	13.1	 Representations of the Company. The Company represents, warrants and covenants 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, executed and delivered this Agreement so as to constitute its valid and binding obligation; 


  

	 	(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 certificate of incorporation and bylaws and any applicable laws and regulations; and 


  

	 	(c)	 it shall not, without the prior written consent of the Custodian, permit the assets of the Account to be deemed
assets of an employee benefit plan which is subject to ERISA. The Company acknowledges and agrees that the Custodian shall not grant its consent in the foregoing circumstance unless and until the Company has entered into such amendments to this
Agreement and has provided such assurances and indemnities to the Custodian, as the Custodian reasonably may require to be assured that it will not be subject to the Employment Retirement Income Security Act of 1974, as amended (“ERISA”)
liability. If for any reason the Company breaches or otherwise fails to comply with the provisions of this section, this Agreement may be terminated immediately by the Custodian. 



 

	 	13.2	 Representations of the Custodian. Each of the Custodian and Document Custodian hereby represents,
warrants and covenants to the Company that: 


  

	 	(a)	 it is qualified to act as a custodian pursuant to Sections 17(f) and 26(a)(1) of the 1940 Act;



  

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



  

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


  

	 	(d)	 it maintains and shall adhere to reasonably adequate business continuity and disaster recovery policies,
standards contingency plans, cybersecurity protections, systems and processes that include data file backup and recovery procedures and that comply, and will comply, with all applicable regulatory requirements. 



  
 31 














	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 20). 
  

	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) certified or registered mail, postage prepaid, (ii) recognized courier or delivery service, or (iii) confirmed telecopier or telex, with a duplicate sent on the same day by first class mail, postage prepaid: 

 

	 	(a)	 if to the Company or any Subsidiary, to 



Muzinich BDC, Inc. 
 c/o
Muzinich BDC Adviser, LLC 
 Attention: Legal Department 

Facsimile: (212) 888-4368 

Email: legal@muzinich.com 
  

	 	(b)	 if to the Custodian, to 



U.S. Bank National Association 

Corporate Trust Services 
 One
Federal Street, 3rd Floor 
 Boston, MA 02110 

Attention: Jon Warn, Vice President 

Telephone: (617) 603-6459 

Email: jon.warn@usbank.com 
  

	 	(c)	 if to the Document Custodian, to 



U.S. Bank National Association 

1719 Otis Way 
 Florence, South
Carolina 29501 
 Mail Code: EX-SC-FLOR 

Ref: Muzinich BDC, Inc. 

Attention: Steven Garrett 
 E-mail: steven.garrett@usbank.com 

  
 32 














	16.	 PROPRIETARY AND CONFIDENTIAL INFORMATION 



 

	 	16.1	 Each party (in such capacity, the “Receiving Party”) shall keep confidential any non-public information relating to the other party’s business disclosed by or on behalf of such other party (in such capacity, the “Disclosing Party”, and all such information collectively,
“Confidential Information”), and shall use any such Confidential Information only in furtherance of its performance hereunder. Confidential Information may include: (i) any data or information that is competitively sensitive material,
and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and
internal performance results relation to the past, present or future business activities of the Disclosing Party, its respective subsidiaries and affiliated companies; (ii) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Disclosing Party a competitive advantage of its competitors; (iii) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object code, flow charts, databases, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (iv) anything designated as confidential. Confidential Information shall not include information which (i) is disclosed in a
publication available to the public, is otherwise in the public domain at the time of disclosure, or becomes publicly known through no breach of the terms hereof by the Receiving Party, (ii) is obtained by the Receiving Party in good faith from
a third party source having the right to disclose such information, or (iii) was known by the Receiving Party, without any obligation of confidentiality, prior to the disclosure of such information. Notwithstanding anything to the contrary
herein, the Receiving Party may disclose Confidential Information to its affiliates and its and their directors, officers, employees, attorneys, accountants, agents or advisors who have a need to know such information in the course of the
performance of its duties hereunder and are required to comply with the confidentiality obligations under this Section 16, provided, however, that the Receiving Party shall be responsible for the Compliance by the Receiving Party with such
obligations. 


  

	 	16.2	 The Receiving Party may disclose Confidential Information to the extent and as required by applicable law or
regulation in connection with oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any regulatory authority to whose jurisdiction Receiving Party is
subject, or pursuant to a judicial, administrative or legal proceeding in which either party is involved; provided that the recipient will, to the extent permitted to do so, provide prompt notice to the other party of such request and give the other
party the opportunity to contest such request or seek a protective order, as necessary, prior to disclosing such Confidential Information under this Section 16.2; provided, however that no such prior notice shall be required in connection with
disclosure pursuant to a routine examination (which is not specifically targeted at the 



  
 33 














	 	
Disclosing Party or the relationship contemplated by this Agreement) to a regulatory authority to whose jurisdiction the Receiving Party is subject. In the event that no such protective order or
other remedy is obtained, or in the absence of such protective order, other remedy or the waiver by the other party and where the receiving party has been advised by counsel that it is legally compelled to disclose the Confidential Information, the
receiving party and/or its counsel will furnish only that portion of the Confidential Information that the receiving party is advised by its counsel is legally required. 


 

	 	16.3	 The obligations under this Section 16 shall survive the termination of this Agreement.



  

	17.	 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 State of New York 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. 

 

	18.	 ENTIRE AGREEMENT; COUNTERPARTS 



 

	 	18.1	 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. 



 

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


  

	 	18.3	 Facsimile Signatures. The exchange of copies of this Agreement and of signature pages by facsimile or
email transmission (e.g., in pdf form) 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
email shall be deemed to be their original signatures for all purposes. 


  

	19.	 AMENDMENT; WAIVER 



 

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


  

	 	19.2	 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 expressly written instrument signed by the party against whom it is to be charged. 



  
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	20.	 SUCCESSOR AND ASSIGNS 



 

	 	20.1	 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, provided further, that such delegation, or employment
of agents and attorneys shall not relieve the Custodian of any of its obligations and duties hereunder. 


  

	 	20.2	 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 or the Document Custodian shall be a party, or any corporation or association to which
the Custodian or Document Custodian transfers all or substantially all of its corporate trust business, shall be the successor of the Custodian or Document Custodian, as applicable hereunder, and shall succeed to all of the rights, powers and duties
of the Custodian or Document Custodian, as applicable, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, subject in all cases to all representations, warranties, covenants and
obligations made by the Custodian and Document Custodian hereunder. For avoidance of doubt, no corporation or association (as described above) shall succeed to the rights, powers and duties of the Custodian and/or Document Custodian hereunder unless
it is a qualified custodian pursuant to Sections 17(f) and 26(a)(1) of the 1940 Act. 


  

	21.	 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. 
  

	22.	 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. 

  
 35 














	23.	 OTHER BUSINESS 



Nothing herein shall prevent the Custodian, the Document Custodian or any of their 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 or the
Document 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. 
  

	24.	 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. 

 

	25.	 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.] 

  
 36 













 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 7th day of August, 2019. 
  

									
	Witness:	 		 	MUZINICH BDC, INC.
					
	/s/ Jordan Ast	 		 		 	By:	 	/s/ Paul Fehre
	Name: Jordan Ast	 		 		 	Name:	 	Paul Fehre
		 		 		 	Title:	 	Chief Financial Officer and Treasurer

  
  

									
	Witness:	 		 	 U.S. BANK NATIONAL ASSOCIATION

as Custodian

					
	/s/ Joel D Cough	 		 		 	By:	 	/s/ Jon C. Warn
	Name: Joel D Cough	 		 		 	Name:	 	Jon C. Warn
	Title:    Vice President	 		 		 	Title:	 	Vice President

  

									
	Witness:	 		 	 U.S. BANK NATIONAL ASSOCIATION

as Document Custodian

					
	/s/ Michelle Hoff	 		 		 	By:	 	/s/ Kenneth Brandt
	Name: Michelle Hoff	 		 		 	Name:	 	Kenneth Brandt
	Title:    Vice President	 		 		 	Title:	 	Assistant Vice President













 SCHEDULE A 

(Trade Confirmation) 
 On file
with Custodian 












 SCHEDULE B 

Any of the following persons (each acting singly) shall be an Authorized Person (as this list may subsequently be modified by the Company from
time to time by written notice to the Custodian): 
  

			
	NAME:	 	SPECIMEN SIGNATURE:
	
Eric A. Green
  
	 	 
	
Paul Fehre
  
	 	 
	
Cheryl Rivkin
  
	 	 













 EXHIBIT A 

FORM OF REQUEST FOR RELEASE 

(attached) 












 



 
 Request for Release of Documents 
  

			
	 U.S. Bank Global Corporate Trust Services

1719 Otis Way

Florence, South Carolina 29501

Ref: Muzinich BDC, Inc.
	  	 Attention: Document Custody Services

Receiving Unit

Email: dcs@usbank.com

Fax: (651) 695-6100 or (651)
695-6101


  

	 	RE:	 Custody Agreement, dated as of August 7, 2019 (the “Custody Agreement”) 



	 	 	 between Muzinich BDC, Inc., (the “Company”) and U.S. Bank National 



	 	 	 Association, as custodian and document custodian (the “Document Custodian”) 



Pursuant to Section 6 of the Custody Agreement, we request the release of the Collateral Files relating to the Collateral listed on the
attached Excel spreadsheet for the reason indicated below: 
 Reason for Requesting Documents (Check One): 

 

			
	    	  	
1) Collateral Paid in Full

	 	  	 2)
Collateral being Substituted

	 	  	 3)
Collateral being Liquidated by Company

	 	  	 4) Other-
Description Needed Below
  


  

			
	Company:	  	 
	Authorized Representative:	  	 
	Name (Printed):	  	 
	Title (Printed):	  	 
	Date:	  	 
	
Phone:
	  	 

  

	
	File Delivery Instructions – Address Needed
	  

                

 

                    

                    

                    




 Upon Completion of Request, for Release, please scan and email the request to the appropriate DCS Vault
Location. 
 If applicable, please indicate if the request is a “Rush” in the subject line. Please fax the form if you do not have
access to email. 
  

							
		 	Florence:	  	dcsflorencescreleases@usbank.com	  	
		 	Frederick:	  	electronic.release.requests@usbank.com	  	
		 	Jacksonville:	  	dcsctsjacksonville.requests@usbank.com	  	
		 	Saint Paul:	  	dcs@usbank.com	  	
		 	St. Petersburg:	  	documentcustody.stpete@usbank.com	  	
		 	Rocklin:	  	dcs-rocklin@usbank.com	  	
		 	Tempe:	  	tempe.dcs.request@usbank.com