Exhibit 10.1


 


EXECUTION COPY


 


 


 


 


 


 


 




CUSTODY AGREEMENT


 


dated as of June 1, 2015

by and between


 


TERRA INCOME FUND 6, INC.

(“Company”)



and



U.S. BANK NATIONAL ASSOCIATION

(“Custodian”)


 


 


 


 


 


 


 





    	 



    	 



    

 


TABLE OF CONTENTS


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




    	 



    	 



    




 


	 	 	 
	23.	REPRODUCTION OF DOCUMENTS	24
	 	 	 
	24.	MISCELLANEOUS	24


SCHEDULES


 


SCHEDULE A – Trade Confirmation


 


SCHEDULE B – Initial Authorized Persons




    	 



    	 



    

 


THIS CUSTODY AGREEMENT
(this “Agreement”) is dated as of June 1, 2015 and is by and between Terra Income Fund 6, Inc. (and any successor
or permitted assign), a corporation organized under the laws of the State of Maryland (the “Company”), having
its principal place of business at 805 Third Avenue, 8th Floor, New York, New York 10022 and U.S. Bank National Association
(or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association
having a place of business at 214 N. Tryon Street, 26th Floor, Charlotte, North Carolina 28202.


 


RECITALS


 


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


 


WHEREAS, the Company
desires to retain U.S. Bank National Association to act as custodian for the Company and each Subsidiary hereafter identified to
the Custodian; and


 


WHEREAS, the Company
desires that the Securities (as defined below) and cash be held and administered by the Custodian pursuant to this Agreement.


 


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


 


1.DEFINITIONS


 


1.1Defined Terms.
In addition to terms expressly defined elsewhere in this Agreement, 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 the Custodian is open for business in the market in which a transaction is to take place.


 


“Cash Account”
means the trust account to be established at the Custodian to which the Custodian shall deposit or credit 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 trust account shall be designated the “Terra Income Fund 6, Inc. Cash Proceeds Account.”


 


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


 




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


 


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


 


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


 


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


 


(a)United States
government and agency obligations;


 


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


 


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


 


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


 


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


 


“Federal Reserve
Bank Book-Entry System” means a depository and securities transfer system operated by the Federal Reserve Bank of the
United States on which all United States Government direct obligation bills, notes and bonds are eligible to be held.


 


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


 


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


 




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“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 to the Company.


 


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


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or any government or agency or political subdivision thereof.


 


“Proceeds”
means, collectively, (i) the net cash proceeds to the Company of the initial public offering by the Company and any subsequent
offering by the Company of any class of securities issued by the Company, (ii) all cash distributions, earnings, dividends, fees
and other cash payments paid on the Securities (or, as applicable, Subsidiary Securities) by or on behalf of the issuer or obligor
thereof, or applicable paying agent, (iii) the net cash proceeds of the sale or other disposition of the Securities (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 in form acceptable to it, from the Company, or any
Person duly authorized by the Company in any of the following forms acceptable to the Custodian:


 


(a)in writing signed
by an Authorized Person (and delivered by hand, by mail, by overnight courier or by facsimile);


 


(b)by electronic
mail from an Authorized Person;


 


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


 


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


 


“Required
Loan Documents” means, for each Loan:


 


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


 


(b)with the exception
of Noteless Loans and Participations, the original executed Underlying Note endorsed by the issuer or the prior holder of record
in blank or to the Company, as identified on the Loan Checklist;


 




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


 


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


 


(e)a copy of the
Loan Checklist; and


 


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


 


“Securities”
means, collectively, the (i) investments, including Loans, acquired by the Company and delivered to the Custodian by the Company
from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash
dividends) from the investments described in clause (i), all of which shall be in U.S. denomination. For avoidance of doubt, the
term “securities” includes stocks, shares, bonds, debentures, notes, mortgages 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 the segregated trust account to be established at the Custodian to which the Custodian shall deposit or
credit and hold the Securities (other than Loans) received by it pursuant to this Agreement, which account shall be designated
the “Terra Income Fund 6, Inc. Securities Custody Account”.


 


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


 


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


 


“Securities
System” means the Federal Reserve Book-Entry System, a clearing agency which acts as a Securities Depository or another
book entry system for the central handling of securities (including an Eligible Securities Depository).


 


“Shares”
means the shares of common stock issued by Terra Income Fund 6, Inc., a Maryland corporation.


 


“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.


 




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“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
Cash Account” shall have the meaning set forth in Section 3.13(b).


 


“Subsidiary
Securities” means, 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).


 


“Subsidiary”
means, collectively, any wholly owned subsidiary of the Company identified to the Custodian by the Company.


 


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


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York.


 


“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 evidencing a Loan.


 


1.2Construction.
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;


 




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


 


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


 


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


 


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


 


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


 


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


 


2.APPOINTMENT OF CUSTODIAN


 


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


 


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


 


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


  




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3.DUTIES OF CUSTODIAN


 


3.1Segregation.
All Securities, Subsidiary Securities and non-cash property held by the Custodian, as applicable, for the account of the Company
or Subsidiary (other than Securities maintained in a Securities Depository or Securities System) shall be physically segregated
from other Securities and non-cash property in the possession of the Custodian (including the Securities and non-cash property
of the other series of the Company, if applicable) and shall be identified as subject to this Agreement. Any Account may contain
any number of sub-accounts for the convenience of the Custodian or as required by the Company for convenience in administering
such accounts.


 


3.2Securities
Custody Account. The Custodian shall open and maintain a segregated trust account in the name of the Company, subject only
to order of the Custodian, in which the Custodian shall enter and carry, subject to Section 3.3 (b), all Securities (other than
Loans) and other 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.


 


3.3Delivery
of Securities to Custodian.


 


(a)The Company shall
deliver, or cause to be delivered, to the Custodian all of the Company’s Securities, cash and other investment assets, including
(i) all 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) all cash received by the Company
for the issuance, at any time during such period, of Shares or other securities or in connection with a borrowing by the Company.
With respect to Loans, the Required Loan Documents and other Underlying Loan Documents shall be delivered to the Custodian in its
role as, and at the address identified for, the Document Custodian. With respect to assets other than Loans, such assets shall
be delivered to the Custodian in its role as, and (where relevant) at the address identified for, the Securities Custodian. Except
to the extent otherwise expressly provided in this Agreement, 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.


 


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


 




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shall deliver to the Document Custodian
(in its role as, and at the address identified for, the Document Custodian) the Required Loan Documents for all Loans, including
the Loan Checklist.


 


(ii)Notwithstanding
anything in this Agreement 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 (A) 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
(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 the applicable Subsidiary) as assignee and (B) in the case of a Participation, a copy of the related participation agreement.
Any duty on the part of the Custodian with respect to the custody of such Loans shall be limited to the exercise of reasonable
care by the Custodian in the physical custody of any such documents delivered to it, and any related instrument, security, credit
agreement, assignment agreement and/or other agreements or documents, if any (collectively, “Financing Documents”),
that may be delivered to it. Nothing in this Agreement 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 (A) cause the Required Loan Documents evidencing such Loan to be delivered
to the Document Custodian; (B) if requested by the Custodian, provide to the Custodian an amortization schedule of principal payments
and a schedule of the interest payable date(s) identifying the amount and due dates of all scheduled principal and interest payments
for such Loan and (C) 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;
(D) take all actions reasonably necessary for the Company to acquire good title to such Loan; and (E) take all actions as may be
reasonably necessary (including appropriate payment notices and instructions to bank agents or other applicable paying agents)
to cause (y) all payments in respect of the Loan to be made to the Custodian and (z) all notices, solicitations and other communications
in respect of such Loan to be directed to the Company.


 




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The Custodian shall have no liability for
any delay or failure on the part of the Company to provide necessary information to the Custodian, or for any inaccuracy therein
or incompleteness thereof, or for any delay or failure on the part of the Company to give such effective payment instruction to
bank agents and other paying agents, in respect of the Loans. With respect to each such Loan, the Custodian shall be entitled to
rely on any information and notices it may receive from time to time from the related bank agent, obligor or similar party with
respect to the related Loan Asset, or from the Company, and shall be entitled to update its records (as it may deem necessary or
appropriate) on the basis of such information or notices received, without any obligation on its part independently to verify,
investigate or recalculate such information.


 


3.4Release of
Securities.


 


(a)The Custodian
or 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, Securities or Required 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 to be released, with such delivery and other information as may be necessary to enable the Custodian to perform), which
may be standing instructions (in form acceptable to the Custodian) in the following cases:


 


(i)upon sale of
such Securities by or on behalf of the Company and, unless otherwise directed by Proper Instructions:


 


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


 


(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;


 




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(vi)to brokers
clearing banks or other clearing agents for examination in accordance with the Street Delivery Custom;


 


(vii)for exchange
or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities
of the issuer of such securities, or pursuant to any deposit agreement (unless otherwise directed by Proper Instructions, the new
securities and cash, if any, are to be delivered to the Custodian, its agents or its sub-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, its agents or its sub-custodian); and/or


 


(ix)for any other
purpose, but only upon receipt of Proper Instructions and an officer’s certificate signed by an officer of the Company (which
officer shall not have been the Authorized Person providing the Proper Instructions) stating (A) the specified securities to be
delivered, (B) the purpose for such delivery, (C) that such purpose is a proper corporate purpose and (D) 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.


 


3.5Registration
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, 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.


 


3.6Bank Accounts,
and Management of Cash.


 


(a)Proceeds from
the Securities 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.


 


(b)Amounts held in
the Cash Account from time to time may be invested in Eligible Investments pursuant to specific written Proper Instructions (which
may be standing instructions) received by the Custodian from an Authorized Person acting on behalf of the Company. Such investments
shall be subject to availability and the Custodian’s then applicable transaction charges (which shall be at the Company’s
expense). The Custodian shall have no liability for any loss incurred on any such investment. Absent receipt of such written instruction


 




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from the Company, the Custodian shall have
no obligation to invest (or otherwise pay interest on) amounts on deposit in the Cash Account. In no instance will the Custodian
have any obligation to provide investment advice to the Company. Any earnings from such investment of amounts held in the Cash
Account from time to time (collectively, “Reinvestment Earnings”) shall be redeposited in the Cash Account (and
may be reinvested at the written direction of the Company).


 


(c)In the event that
the Company shall at any time request a withdrawal of amounts from the Cash Account, the Custodian shall be entitled to liquidate,
and shall have no liability for any loss incurred as a result of the liquidation of, any investment of the funds credited to such
account as needed to provide necessary liquidity. Investment instructions may be in the form of standing instructions (in the form
of Proper Instructions acceptable to Custodian).


 


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


 


3.7[Reserved.]


 


3.8Collection
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.


 


3.9Payment of
Moneys.


 


(a)Upon receipt of
Proper Instructions, which may be standing instructions, the Custodian shall pay out from the Cash Account (or remit to its agents
or its sub-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 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



 




    	11



    	 



    




 


		(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)[reserved];
and


 


(iii)for any other
purpose directed by the Company, but only upon receipt of Proper Instructions specifying the amount of such payment, and naming
the Person or Persons to whom such payment is to be made.


 


(b)At any time or
times, the Custodian shall be entitled to pay (i) itself from the Cash Account, whether or not in receipt of express direction
or instruction from the Company, any amounts due and payable to it pursuant to Section 8 hereof, and (ii) as otherwise permitted
by Section 7.5, 9.4 or Section 12.5 below, provided, however, that in each case all such payments shall be accounted for to the
Company.


 


3.10Proxies.
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 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.


 


3.11Communications
Relating to Securities. The Custodian shall transmit promptly to the Company all written information (including pendency of
calls and maturities of Securities and expirations of rights in connection therewith) received by the Custodian, from its agents
or its sub-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. 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:


 


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


 


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


 


in each case, at least three (3) Business
Days prior to the date on which such right or power is to be exercised. It will be the responsibility of the Company to notify
the Custodian of the Person to whom such communications must be forwarded under this Section.


 




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


 


3.13Custody
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 trust 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 in the name of such Subsidiary
as provided to the Custodian (the “Subsidiary Securities Account”).


 


(b)With respect to
each Subsidiary identified to the Custodian by the Company, there shall be established at the Custodian a segregated trust 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, which account shall be designated in the name of such Subsidiary as provided to the Custodian (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, 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 provided in this Agreement.


 


3.14Duties of Custodian with Respect
to the Books of Account and Calculation of Net Asset Value and Net Income. Upon the Company’s Proper Instruction, the
Custodian shall provide information that the Custodian may routinely maintain with respect to the Cash Account or Securities to
an entity or entities appointed by the Company to keep the books of account of the Company and/or compute the net asset value per
Share of the outstanding Shares; provided that the Custodian determines, in its sole discretion, may be
provided without unreasonable burden or expense.


 




    	13



    	 



    




 


4.REPORTING


 


(a)If requested by
the Company, the Custodian shall render to the Company a monthly report of (i) all deposits to and withdrawals from the Cash Account
during the month, and the outstanding balance (as of the last day of the preceding monthly report and as of the last day of the
subject month) and (ii) an itemized statement of the Securities held pursuant to this Agreement as of the end of each month, as
well as a list of all Securities transactions that remain unsettled at that time and (iii) such other matters as the parties may
agree from time to time.


 


(b)For each Business
Day, the Custodian shall render to the Company a daily report of (i) all deposits to and withdrawals from the Cash Account for
such Business Day and the outstanding balance as of the end of such Business Day and (ii) a report of settled trades of Securities
for such Business Day.


 


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


 


(d)The Custodian
shall provide the Company with such reports as are reasonably available to it 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.


 


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 under the 1940 Act, and subject to the following
provisions:


 


(a)The Custodian
may keep domestic Securities in a U.S. Securities System provided that such Securities are represented in an account of the Custodian
in the U.S. Securities System which shall not include any assets of the Custodian other than assets held by it as a fiduciary,
custodian or otherwise for customers;


 


(b)The records of
the Custodian with respect to Securities which are maintained in a U.S. Securities System shall identify by book-entry those Securities
belonging to the Company;


 


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


 


(d)Anything to
the contrary in this Agreement notwithstanding, the Custodian shall not be liable to the Company for any direct loss, damage,
cost, expense, liability or claim to the Company resulting from use of any Securities System (other than to the extent
resulting from the gross negligence, misfeasance or misconduct
of the Custodian itself, or from failure of the Custodian to enforce effectively such rights as it may have against the U.S. Securities
System).


 




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6.[RESERVED.]


 


7.CERTAIN GENERAL TERMS


 


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


 


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


 


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


 


7.4Proper Instructions.


 


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


 


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


 




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7.5Actions 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 minor expenses of handling
securities or other similar items relating to its duties under this agreement, provided that all such payments shall be accounted
for to the Company;


 


(b)surrender Securities
in temporary form for Securities in definitive form;


 


(c)endorse for collection
cheques, drafts and other negotiable instruments; and


 


(d)in general, attend
to all nondiscretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with
the securities and property of the Company.


 


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


 


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


 


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


 


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


 


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


 


8.COMPENSATION OF CUSTODIAN


 


8.1Fees.
The Custodian shall be entitled to compensation for its services in accordance with the terms of that certain fee letter dated
May 1, 2015, between the Company and the Custodian.


 


8.2Expenses.
The Company agrees to pay or reimburse to the Custodian upon its request from time to time all costs, disbursements, advances and
expenses (including reasonable and documented fees and expenses of legal counsel) incurred, and any disbursements and advances
made (including any account overdraft resulting from any settlement or assumed


 




    	16



    	 



    

settlement, provisional credit, chargeback,
returned deposit item, reclaimed payment or claw-back, or the like), in connection with the preparation or execution of this Agreement,
or in connection with the transactions contemplated hereby or the administration of this Agreement or performance by the Custodian
of its duties and services under this Agreement, from time to time (including costs and expenses of any action deemed necessary
by the Custodian to collect any amounts owed to it under this Agreement).


 


9.RESPONSIBILITY OF CUSTODIAN


 


9.1General 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.


 


9.2Instructions.


 


(a)The Custodian
shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the
Company as it reasonably deems necessary, and shall be entitled to require, upon notice to the Company, that Proper Instructions
to it be in writing. The Custodian shall have no liability for any action (or forbearance from action) taken pursuant to the Proper
Instruction of the Company.


 


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


 


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


 


(a)The Custodian
may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, statement, certificate,
request, waiver, consent, opinion, report, receipt or other paper or document furnished to it (including any of the foregoing provided
to it by telecopier or electronic means), not only as to its due execution and validity, but also as to the truth and accuracy
of any information therein contained, which it in good faith believes to be genuine and signed or presented by the proper person
(which in the case of any instruction from or on behalf of the Company shall be an Authorized Person); and the Custodian shall
be entitled to presume the genuineness and due authority of any signature appearing thereon. The Custodian shall not be bound to
make any independent investigation into the facts or matters stated in any such notice, instruction, statement, certificate, request,
waiver, consent,


 




    	17



    	 



    

opinion, report, receipt or other paper
or document, provided, however, that if the form thereof is specifically prescribed by the terms of this Agreement, the Custodian
shall examine the same to determine whether it substantially conforms on its face to such requirements hereof.


 


(b)Neither the Custodian
nor any of its directors, officers or employees shall be liable to anyone for any error of judgment, or for any act done or step
taken or omitted to be taken by it (or any of its directors, officers or employees), or for any mistake of fact or law, or for
anything which it may do or refrain from doing in connection herewith, unless such action constitutes gross negligence, willful
misconduct or bad faith on its part and in breach of the terms of this Agreement. The Custodian shall not be liable for any action
taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction
or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction
required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Company is
in compliance with the 1940 Act, the regulations thereunder or the Company’s investment objectives and policies then in effect.


 


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


 


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


 


(e)The Custodian
shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by an 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 at the applicable address(es) as set forth in Section 15 and specifically referencing
this Agreement.


 


(f)No provision of
this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder
which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable
indemnification. Nothing in this Agreement shall obligate the Custodian to commence, prosecute or defend legal proceedings in any
instance, whether on behalf of the Company or on its own behalf or otherwise, with respect to any matter arising hereunder, or
relating to this Agreement or the services contemplated hereby.


 


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


 




    	18



    	 



    

(h)The Custodian
may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable or responsible
for the actions or omissions of any such agent or attorney appointed and maintained with reasonable due care.


 


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


 


9.4Indemnification;
Custodian’s Lien.


 


(a)The Company shall
and hereby does indemnify and hold harmless the Custodian for and from any and all costs and expenses (including reasonable and
documented attorney’s fees and expenses), and any and all losses, damages, claims and liabilities, that may arise, be brought
against or incurred by the Custodian, and any advances or disbursements made by the Custodian (including in respect of any Account
overdraft, returned deposit item, chargeback, provisional credit, settlement or assumed settlement, reclaimed payment, claw-back
or the like), as a result of, relating to or arising out of this Agreement, or the administration or performance of the Custodian’s
duties hereunder, or the relationship between the Company and the Custodian (including, for the avoidance of doubt, any Subsidiary)
created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by the Custodian’s
own actions constituting gross negligence or willful misconduct.


 


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


 


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


 


10.SECURITY CODES


 


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


  




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11.TAX LAW


 


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


 


11.2[Reserved.]


 


12.EFFECTIVE PERIOD AND TERMINATION


 


12.1Effective
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 Custodian or
the Company pursuant to Section 12.2.


 


12.2Termination.
This Agreement shall terminate upon the earliest of (a) occurrence of the effective date of termination specified in any written
notice of termination given by either party to the other not later than ninety (90) days prior to the effective date of termination
specified therein or (b) such other date of termination as may be mutually agreed upon by the parties in writing.


 


12.3Resignation.
The Custodian may at any time resign under this Agreement by giving not less than ninety (90) days advance written notice thereof
to the Company.


 


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


 


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


 


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





 




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13.REPRESENTATIONS AND WARRANTIES


 


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



 


(a)it has the power
and authority to enter into and perform its obligations under this Agreement, and it has duly authorized and executed this Agreement
so as to constitute its valid and binding obligation; and


 


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


 


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


 


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


 


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


 


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


 


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


 


14.PARTIES IN INTEREST; NO THIRD
PARTY BENEFIT


 


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


 


15.NOTICES


 


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


 


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


 


Terra Income Fund 6, Inc.


805 Third Avenue, 8th Floor


New York, New York 10022


Attention: General Counsel


  




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


 


U.S. Bank National Association


214 North Tryon Street, 26th Floor


Charlotte, NC 28202


Attention: Michael Mooneyham, Vice President


Fax: (704) 335-4678


 


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


 


U.S. Bank National Association


1719 Otis Way


Florence, South Carolina 29501


Mail Code:


Ref: Terra Income Fund 6


Attention: Steven Garrett


Fax No.: (843) 673-0162


Email: steven.garrett@usbank.com


 


16.CHOICE OF LAW AND JURISDICTION


 


This Agreement shall
be construed, and the provisions thereof interpreted under and in accordance with and governed by the laws of the 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.


 


17.ENTIRE AGREEMENT; COUNTERPARTS


 


17.1Complete
Agreement. This Agreement constitutes the complete and exclusive agreement of the parties with regard to the matters addressed
in this Agreement and supersedes and terminates as of the date hereof, all prior agreements or understandings, oral or written
between the parties to this Agreement relating to such matters.


 


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


 


17.3Facsimile
Signatures. The exchange of copies of this Agreement and of signature pages by facsimile or pdf transmission 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 shall be deemed to be their original signatures for all purposes.


 


18.AMENDMENT; WAIVER


 


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


 


18.2Waiver.
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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19.SUCCESSOR AND ASSIGNS


 


19.1Successors
Bound. The covenants and agreements set forth in this Agreement shall be binding upon and inure to the benefit of each of the
parties and their respective successors and permitted assigns. Neither party shall be permitted to assign their rights under this
Agreement without the written consent of the other party; provided, however, that the foregoing shall not limit the ability of
the Custodian to delegate certain duties or services to or perform them through agents or attorneys appointed with due care as
expressly provided in this Agreement.


 


19.2Merger and
Consolidation. Any corporation or association into which the Custodian may be merged or converted or with which it may be consolidated,
or any corporation or association resulting from any merger, conversion or consolidation to which the Custodian shall be a party,
or any corporation or association to which the Custodian transfers all or substantially all of its corporate trust business, shall
be the successor of the Custodian hereunder, and shall succeed to all of the rights, powers and duties of the Custodian hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto.


 


20.SEVERABILITY


 


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


 


21.REQUEST FOR INSTRUCTIONS


 


If, in performing its
duties under this Agreement, the Custodian is required to decide between alternative courses of action, the Custodian may (but
shall not be obliged to) request written instructions from the Company as to the course of action desired by it. If the Custodian
does not receive such instructions within two (2) 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-day period except to the extent it has already taken, or committed itself
to take, action inconsistent with such instructions.


 


22.OTHER BUSINESS


 


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


 




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23.REPRODUCTION OF DOCUMENTS


 


This Agreement and
all schedules, exhibits, attachments and amendment hereto may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether
or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further
production shall likewise be admissible in evidence.


 


24.MISCELLANEOUS


 


24.1Notice for
New Accounts. 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.”


 


24.2Data Security.
The Custodian represents and warrants that its procedures with respect to data security are compliant with federal bank regulatory
requirements. The Custodian further agrees to at all times keep the confidential information provided by the Company confidential
and in accordance with its internal policies and procedures.


 


 


 


[SIGNATURES ON FOLLOWING
PAGE.]


 




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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 the date
written above.


 


 


 


 


	Witness:	Terra income fund 6, inc.
	 	 
	
        By: /s/ Gregory M. Pinkus

        Name:Gregory M. Pinkus

        Title: Chief Operating Officer, Chief Financial Officer, 

Treasurer and Secretary

         

         

         

         

         

         

         
	By:/s/ Bruce D. Batkin

Name:Bruce D. Batkin

Title:Chief Executive Officer
	Witness:	U.S. BANK NATIONAL ASSOCIATION
	
        By: /s/ Christopher Hagen

        Name:Christopher Hagen

        Title: Vice President

         

         
	
        By:/s/ Scott DeRoss

        Name: Scott DeRoss

        Title: Vice President

	 	 


 


 


 





SIGNATURE PAGE












    	 



    	 



    

SCHEDULE A


 


(Trade Confirmation)



[See Attached.]


 


 




    	 



    	 



    

 


SCHEDULE B


 


(Initial Authorized Persons)


 


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):


 


	NAMES:	 	SPECIMEN SIGNATURE
	Bruce D. Batkin	 	 /s/ Bruce D. Batkin
	Stephen H. Hamrick	 	 /s/ Stephen H. Hamrick
	Gregory M. Pinkus	 	 /s/ Gregory M. Pinkus
	Daniel J. Cooperman	 	 /s/ Daniel J. Cooperman