8-K - BCSF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 28, 2025

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of Registrant as Specified in Its Charter)

DELAWARE	814-01175	81-2878769
(State or Other Jurisdiction<br> <br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br> <br>Identification No.)
200 CLARENDON STREET, 37TH FLOOR, BOSTON, MA	02116
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 516-2000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br> <br>Symbol	Name of each exchange<br> <br>on which registered
Common Stock, par value $0.001 per share	BCSF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry into a Material Definitive Agreement.

On April 28, 2025, Bain Capital Specialty Finance, Inc. (the “Company”) entered into a new custody agreement (the “Custody Agreement”) with U.S. Bank Trust Company (“U.S. Bank”), the current custodian to the Company. The Custody Agreement reflects certain updates to the custody services U.S. Bank provides to the Company. Either party may terminate the Custody Agreement at any time upon 60 days’ prior written notice.

On April 28, 2025, the Company entered into a document custody agreement (the “Document Custody Agreement”) with U.S. Bank, pursuant to which U.S. Bank will serve as the document custodian and provide custody services with respect to certain Collateral (as defined in the Document Custody Agreement) held by the Company. Either party may terminate the Document Custody Agreement at any time upon 60 days’ prior written notice.

The above summaries of the Custody Agreement and the Document Custody Agreement are not complete and are qualified in their entirety by the full text of the Custody Agreement and the Document Custody Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

10.1^(1)(2)^	Custody Agreement, dated April 28, 2025, by and between Bain Capital Specialty Finance, Inc. and U.S. Bank Trust Company
10.2^(1)(2)^	Document Custody Agreement, dated April 28, 2025, by and between Bain Capital Specialty Finance, Inc. and U.S. Bank Trust Company
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
^(1)^	Filed herewith.
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^(2)^	Schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to the SEC upon its request.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Bain Capital Specialty Finance, Inc.
Date: May 2, 2025	By:	/s/ Michael Ewald
	Name:	Michael Ewald
	Title:	Chief Executive Officer

EX-10.1

Exhibit 10.1

EXECUTION COPY

CUSTODY AGREEMENT

dated as of April 28, 2025

by and between

BAIN CAPITAL SPECIALTY FINANCE, INC.

(“Company”)

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(“Custodian”)

TABLE OF CONTENTS

Page

1.	DEFINITIONS	1
2.	APPOINTMENT OF CUSTODIAN	7
3.	DUTIES OF CUSTODIAN	8
4.	REPORTING	17
5.	DEPOSIT IN U.S. SECURITIES SYSTEMS	17
6.	SECURITIES HELD OUTSIDE OF THE UNITED STATES	18
7.	CERTAIN GENERAL TERMS	20
8.	COMPENSATION OF CUSTODIAN	23
9.	RESPONSIBILITY OF CUSTODIAN	23
10.	SECURITY CODES	26
11.	TAX LAW	26
12.	PROPRIETARY AND CONFIDENTIAL INFORMATION	27
13.	EFFECTIVE PERIOD AND TERMINATION	29
14.	REPRESENTATIONS AND WARRANTIES	30
15.	PARTIES IN INTEREST; NO THIRD PARTY BENEFIT	31
16.	NOTICES	31
17.	CHOICE OF LAW AND JURISDICTION	32
18.	ENTIRE AGREEMENT; COUNTERPARTS	32
19.	AMENDMENT; WAIVER	33
20.	SUCCESSOR AND ASSIGNS	33
21.	SEVERABILITY	33
22.	REQUEST FOR INSTRUCTIONS	33
23.	OTHER BUSINESS	34
24.	REPRODUCTION OF DOCUMENTS	34
25.	LIMITED RECOURSE	34
26.	MISCELLANEOUS	34

SCHEDULES

SCHEDULE A – Initial Authorized Persons

SCHEDULE B – Collection Accounts

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of April 28, 2025 and is by and between BAIN CAPITAL SPECIALTY FINANCE, INC. (and any successor or permitted assign, the “Company”), a Delaware statutory corporation, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (and any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association.

RECITALS

WHEREAS, the Company is a closed-end management investment company which, prior to the commencement of its investment operations, elected to be regulated 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 Trust Company, National Association to act as custodian for the Company and each Subsidiary hereafter identified to the Custodian;

WHEREAS, the Company desires that the Company’s Securities and cash be held and administered by the Custodian pursuant to this Agreement in compliance with Section 17(f) of the 1940 Act, concurrent with the entrance into a certain Document Custody Agreement between the Company and the Document Custodian (as defined therein) as of the date hereof; 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 Collection Account, any Subsidiary Collection Account, and any other additional account opened hereunder, collectively.

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

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

“Business Day” means any day that is not Saturday or Sunday and is not a federal holiday or a day in which banking institutions generally are authorized or obligated by law or regulation to remain closed in New York, New York, or the city in which the Custodian (pursuant to Section 16 hereunder) or any Sub-Custodian is located.

“Certificated Security” means a Security that is represented by a physical certificate or other physical instrument.

“Collection Account” means, collectively or individually, as context may require, the accounts to be established by the Custodian at U.S. Bank National Association to which the Custodian shall deposit or credit and hold Securities and any cash Proceeds denominated in Eligible Currencies received by it from time to time, as applicable, as listed on Schedule B hereto.

“Company” means Bain Capital Specialty Finance, Inc., its successors or permitted assigns.

“Confidential Information” means all information provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) or learned by the Receiving Party as a result of and through performing or receiving services hereunder, including the Disclosing Party’s business and operations, regarding information obtained through any (i) databases, computer programs, (ii) screen formats, screen designs, report formats, interactive design techniques, and (iii) other similar or related information that may be furnished to the Company by the Custodian from time to time pursuant to this Agreement. Confidential Information shall not include information which is (i) already known by the Receiving Party prior to receipt from or on behalf of the Disclosing Party, (ii) publicly known or becomes publicly known through no wrongful act of the Receiving Party, (iii) rightfully received from a third party without the Receiving Party having knowledge of a breach of any other relevant confidentiality obligation, or (iv) independently developed by the Receiving Party.

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

“Document Custodian” means U.S. Bank National Association in its capacity as document custodian under that certain Document Custody Agreement.

“Document Custody Agreement” means the Document Custody Agreement dated as of even date between the Document Custodian and the Company.

“Eligible Currency” means the U.S. Dollar, Canadian Dollar, Euro, Japanese Yen, British Pound, Swiss Franc, Australian Dollar, New Zealand Dollar, Swedish Krona, Norwegian Krona, or such other currency as may be agreed to by the Company and the Custodian.

“Eligible Foreign Custodian” has the meaning set forth in Rule 17f-5(a)(1) under the 1940 Act, including a majority-owned or indirect subsidiary of a “U.S. Bank” (as defined in Rule 17f-5 under the 1940 Act), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 under the 1940 Act or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

“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;

(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; or

(e) any other investment instructed or otherwise designated to the Custodian by the Company or the Investment Adviser on its behalf pursuant to Proper Instructions.

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

“Equity Investment in Private Funds” means any equity interest in a private investment company exempted from the definition of “investment company” or exempt from registration as an investment company under the 1940 Act pursuant to Section 3(c)(1) or Section 3(c)(7).

“ERISA” has the meaning set forth in Section 14.1(c).

“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” means any Loan Assignment Agreement, Participation Agreement, and any related instrument, security, credit agreement, assignment agreement and/or other agreements or documents, if any, that may be delivered to the Custodian pursuant to this Agreement.

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

“Foreign Sub-Custodian” means and includes any Sub-Custodian appointed to administer any of the Company’s Foreign Securities, pursuant to Section 6 below.

“Investment Adviser” means BCSF Advisors, LP or any investment adviser identified to the Custodian by the Company in writing.

“Loan” means any 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).

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

“Participation Agreement” has the meaning set forth in Section 3.3(b)(ii).

“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.

“Plan-Assets Vehicle” has the meaning set forth in Section 14.1(c).

“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, (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 or administrative 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 from the Company, the Investment Adviser, or any Person duly authorized by the Company or the Investment Adviser in any of the following forms reasonably acceptable to the Custodian:

(a) in writing signed by the Authorized Person (whether by manual, facsimile, PDF or other electronic signature);

(b) by electronic mail (or other electronic communication) from an Authorized Person;

(d) such other means as may be agreed in writing upon from time to time by the Custodian and the party giving such instructions, including oral instructions and any SWIFT Transmissions (as defined in Section 2.3(b)).

“Securities” means, collectively, (i) the stocks, shares, bonds, debentures, notes, mortgages or other debt 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 other property or assets that Custodian and Company may agree, including Loans, Equity Investments in Private Funds and Uncertificated Securities, acquired by the Company and delivered to the Custodian by the Company from time to time during the term of, and pursuant to the terms of, this Agreement and (ii) all dividends in kind (e.g., non-cash dividends) from the investments described in clause (i).

“Securities 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.

“Sub-Custodian” shall mean and include (i) any branch of a “U.S. bank,” as that term is defined in Rule 17f-5 under the 1940 Act, and (ii) any “Eligible Foreign Custodian”, as that term is defined in Rule 17f-5 under the 1940 Act, having a contract with the Custodian which the Custodian has determined will provide reasonable care of assets of the Company based on the standards specified in Section 3.14 below. Such contract shall be in writing and 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 Foreign Securities 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, in the case of cash deposits, liens or rights in favor of creditors of the Sub-Custodian arising under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Foreign Securities 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, but not limited to, notification of any transfer to or from the 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 in (i)-(vi) above, such other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for Company assets as the specified provisions.

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

“Subsidiary Collection Account” shall have the meaning set forth in Section 3.13(a).

“Subsidiary Securities” means, collectively, the Securities acquired by a Subsidiary and delivered to the Custodian by such Subsidiary from time to time during the term of, and pursuant to the terms of, this Agreement.

“Trade Confirmation” means a trade ticket or confirmation sent to the Custodian by the Company or the Administrator on the Company’s behalf of the Company’s acquisition of a Loan, an Uncertificated Security or other Security constituting a Loan in such form as may be agreed to by the Custodian and the Company from time to time.

“UCC” shall have the meaning set forth in Section 3.3(a).

“Uncertificated Security” means a Security that is not represented by a physical certificate or other physical instrument.

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, supplemented 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, 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 severally and not jointly;

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

(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; and

(i) any reference to “execute”, “executed”, “sign”, “signed”, “signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”), which includes any electronic signature provided using Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the Custodian), except to the extent the Custodian requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures and shall be deemed to have been duly and validly delivered for all purposes hereunder.

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

2.	APPOINTMENT OF CUSTODIAN

2.1. Appointment and Acceptance. The Company hereby appoints the Custodian as custodian of all Securities and Proceeds 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. Any Account may contain any number of sub-accounts for the convenience of the Custodian or as required by the Company or a Subsidiary (as applicable) for convenience in administering such Account. The Custodian hereby agrees that, notwithstanding anything in this Agreement to the contrary, all assets of the Company that constitute Collateral Documents (as defined in the Document Custody Agreement) shall be held and administered by the Document Custodian pursuant to the Document Custody Agreement.

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

2.3. Company Responsible For Directions.

(a) The Company is solely responsible for directing the Custodian with respect to deposits to, withdrawals from and transfers to or from the Accounts. Without limiting the generality of the foregoing, the Custodian has no responsibility for the Company’s legal and regulatory compliance (including the 1940 Act), any of its compliance with 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 Accounts, and the Custodian shall have no liability for the application of any funds made 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 Accounts, and for properly instructing the Custodian with respect to the allocation or application of all such deposits.

(b) The Company hereby directs the Custodian to accept instructions sent pursuant to secure financial messaging services provided by SWIFT (“SWIFT Transmissions”) as Proper Instructions for all purposes hereunder. The Company instructs the Custodian to accept and process SWIFT Transmissions initiated by the Company or the Investment Adviser to the same extent that written wire transfer instructions are accepted and processed by the Custodian. The Custodian may conclusively rely on SWIFT Transmissions to release payments as instructed, subject to any verification of information as requested by the Custodian, including the call back process to an individual designated by the Company or the Investment Adviser as authorized to provide such verification. The Custodian may also request, and the Company or the Investment Adviser, as applicable, will provide, an additional signed direction (whether by manual, facsimile, PDF or other electronic signature) in order for the Custodian to make such payment in connection with any SWIFT Transmission. For purposes of compliance with any incumbency certificate of the Company or the Investment Adviser, all instructions received by the Custodian through the methodology described herein shall be deemed in compliance with the procedures outlined therein (to the extent applicable).

3.	DUTIES OF CUSTODIAN

3.1. Segregation. All Securities, Subsidiary Securities and non-cash property held by the Custodian, as applicable, for the account of the Company or a Subsidiary, respectively (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 clearly identified as subject to this Agreement.

3.2. Collection Account. The Custodian shall open and maintain at U.S. Bank National Association or any affiliate a segregated 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 (including Loans, Equity Investments in Private Funds and Uncertificated Securities) and Proceeds 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, Equity Investments in Private Funds or Uncertificated Securities in the Collection 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, Equity Investments in Private Funds or Uncertificated Securities, containing such information as the Company and the Custodian may reasonably agree.

3.3. Delivery of Proceeds and Securities to Custodian.

(a) The Company shall deliver, or cause to be delivered, to the Custodian all of the Company’s Securities and Proceeds. All such Securities and Proceeds 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 or Proceeds until actually received by it. Upon receipt of Securities or Proceeds, the Custodian shall confirm such receipt to the Company, which may be deemed satisfied upon the rendering of the daily report set forth in Section 4(b) below by the Custodian to the Company. With respect to Securities (other than Loans, Uncertificated Securities 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 the duties as a securities intermediary to hold such Securities. A Security will be deemed to be “delivered” to the Custodian when the Company delivers such Security in the following manner: (i) if such Security is a Certificated Security or an instrument (other than a Security held in a Securities Depository or Securities System), then in physical certificated form in the name of the Company or its nominee, (ii) if such Security is an Uncertificated Security (other than a Security held in a Securities Depository or Securities System), then delivery (including via e-mail) of confirmation statement(s) which identify such Uncertificated Security as being recorded in the name of the Company or its nominee, (iii) if such Security is held in a Securities Depository or Securities System, then delivery (including via e-mail) of confirmation that such Security is held in the Securities Depository or Securities System, or (iv) in such other good delivery form (including via e-mail) that may be agreed to by the Custodian from time to time. The Custodian agrees that any Loans, Equity Investments in Private Funds and Uncertificated Securities, and/or any Collateral Documents (as defined in the Document Custody Agreement) related thereto, as applicable, that are delivered by the Company to the Document Custodian pursuant to the terms of the Document Custody Agreement are concurrently deemed delivered to the Custodian for all relevant purposes under this Agreement.^1^

(b) (i) In connection with its acquisition of a Loan, Equity Investment in Private Funds, an Uncertificated Security 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, Equity Investment in Private Funds or Uncertificated Security as the Custodian may reasonably require in order to enable the Custodian to perform its duties hereunder in respect of such Loan, Equity Investment in Private Funds or Uncertificated Security 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 any term hereof or elsewhere to the contrary, (a) it is hereby expressly acknowledged that (i) interests in Loans, Equity Investments in Private Funds or Uncertificated Securities may be acquired by the Company (or a Subsidiary) from time to time which are not evidenced by, or accompanied by delivery of, a Security or an instrument, as that term is defined in Section 9-102(a)(4a) of the UCC, and may be evidenced solely by delivery (including via e-mail) to the Custodian (and the Document Custodian, in case of clause (x)) of (x)

^1^	Note to UBS/NP: Bain has added “and/or any Collateral Documents related thereto” to conform to<br>NP’s latest comment. Bain reiterates that this language is needed to clarify that Bain does not have a duplicate obligation to deliver the assets that are covered under the Document Custody Agreement.<br>

a facsimile or electronic copy of an assignment agreement (“Loan Assignment Agreement”) in favor of the Company as assignee or, in respect of any Loan acquired by participation interest, a participation agreement (a “Participation Agreement”) in favor of the Company as participant or (y) a copy of the register of the underlying issuer of such interest evidencing registration of the relevant equity interest (including Equity Investments in Private Funds) on the books and records of the applicable issuer to the name of the Company (or its nominee), and (ii) any such Loan Assignment Agreement or Participation Agreement (and the registration of the related Loan on the books and records of the applicable obligor or bank agent), shall be registered in the name of the Company (or its nominee), and (b) nothing herein shall require the Custodian to credit to the Collection 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. The Custodian is not under a duty to examine any such Financing Documents, or any underlying credit agreements or loan documents for such Loan to determine the validity, sufficiency, marketability or enforceability of any Loan Assignment Agreement, Participation Agreement or other Financing Document (and shall have no responsibility for the genuineness or completeness thereof), or for the Company’s title to any related Loan.

(iii) The Custodian may assume the genuineness of any such Financing Document it may receive and the genuineness and due authority of any signatures appearing thereon, and shall be entitled to assume that each such Financing Document it may receive is what it purports to be. If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively, is or shall be or becomes available with respect to any Loan to be held by the Custodian under this Agreement, it shall be the sole responsibility of the Company to make or cause delivery thereof to the Document Custodian under the Document Custody Agreement or the Custodian, as applicable, and the Custodian and the Document 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 any appropriate Financing Documents evidencing such Loan to be delivered to the Custodian and 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) subject to Section 3.3(b)(i) above, 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; (d) take all actions necessary for the Company to acquire good title to such Loan; and (e) take all actions as may be necessary (including appropriate payment notices and instructions to bank agents or other applicable paying agents or administrative 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 or administrative 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, participating bank, nationally recognized pricing service or vendor, reputable financial information reporting source 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 shall release and, if applicable, ship for delivery, or direct its agents or Sub-Custodians to release and, if applicable, ship for delivery, as the case may be, Securities of the Company held by the Custodian, its agents or its Sub-Custodians from time to time upon receipt of Proper Instructions (which shall, among other things, specify the Securities 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 reasonably 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 such Securities;

(iv) to the issuer thereof or its agent when such Securities are called, redeemed, retired or otherwise become payable (unless otherwise directed by Proper Instructions, the cash or other consideration is to be delivered to the Custodian, its agents or its Sub-Custodians);

(v) to an issuer thereof, or its agent, for transfer into the name of the Custodian or of any nominee of the Custodian or into the name of any of its agents or Sub-Custodians or their nominees or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

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

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

(viii) in the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities (unless otherwise directed by Proper Instructions, the new securities and cash, if any, are to be delivered to the Custodian, its agents or its Sub-Custodians); and/or

(ix) for any other purpose, but only upon receipt of Proper Instructions.

3.5. Registration of Securities. Securities held by the Custodian, its agents or its Sub-Custodians (other than bearer securities, securities held in a Securities System or Securities that are noteless Loans or Participations) shall be registered in the name of the Company or its nominee; or, at the option of the Custodian (if the Company and the Custodian determine that such Security cannot be held 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-Custodians or their nominees, in each case, for the benefit of the Company; or if directed by the Company by Proper Instruction, may be maintained in Street Name. The Custodian, its agents and its Sub-Custodians shall not be 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.

3.6. Bank Accounts and Management of Proceeds.

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

(b) Amounts held in the Collection 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, unless such losses result from the Custodian’s gross negligence, fraud, willful misconduct or bad faith. Absent receipt of such Proper Instructions (which may be in the form of standing instructions), the Custodian shall have no obligation to invest (or otherwise pay interest on) amounts on deposit in the Collection Account

and all such amounts shall remain uninvested. 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 Collection Account from time to time (collectively, “Reinvestment Earnings”) shall be redeposited in the Collection Account (and may be reinvested pursuant to specific Proper Instructions of the Company).

(c) In the event that the Company shall at any time request a withdrawal of amounts from the Collection 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, unless such losses result from the Custodian’s gross negligence, fraud, willful misconduct or bad faith. 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 the 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 prompt written 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-Custodians shall enter into all types of contracts for foreign exchange on behalf of the Company, upon terms acceptable to the Custodian and the Company (in each case at the Company’s expense), including transactions entered into with the Custodian, its Sub-Custodians or any affiliates of the Custodian or the Sub-Custodians. The Custodian shall have no liability for any losses incurred in or resulting from the rates obtained in such foreign exchange transactions; and absent specific and acceptable Proper Instructions, the Custodian shall not be deemed to have any duty to carry out any foreign exchange on behalf of the Company. The Custodian shall be entitled at all times to comply with any legal or regulatory requirements applicable to currency or foreign exchange transactions.

(b) The Company acknowledges that the Custodian, any Sub-Custodians or any affiliates of the Custodian or any Sub-Custodians, 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 3.7 for which they shall not be required to account to the Company.

3.8. Collection of Income. The Custodian, its agents or its Sub-Custodians shall use reasonable efforts to collect on a timely basis all income and other payments with respect to the Securities held hereunder to which the Company shall be entitled, to the extent consistent with usual custom in the securities custodian business in the United States. Such efforts shall include collection of interest income, dividends and other payments with respect to registered domestic Securities if on the record date with respect to the date of payment by the issuer the Security is

registered in the name of the Custodian or its nominee (or in the name of its agent or Sub-Custodian, or their nominee); and interest income, dividends and other payments with respect to bearer domestic Securities if, on the date of payment by the issuer such Securities are held by the Custodian or its Sub-Custodians or agents; 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. If the Custodian receives a written notice of default or refusal to pay with respect to the Securities from an issuer or transfer agent, the Custodian shall forward such notice to the Company.

3.9. Payment of Moneys.

(a) Upon receipt of Proper Instructions, which may be standing instructions, the Custodian shall pay out from the Collection Account (or remit to its agents or its Sub-Custodians, and direct them to pay out) moneys of the Company on deposit therein in the following cases:

(i) upon the purchase of Securities for the Company pursuant to such Proper Instruction; and such purchase may, unless and except to the extent otherwise directed by Proper Instructions, be carried out by the Custodian:

(A)	in accordance with the customary or established practices and procedures in the jurisdiction or market where<br>the transactions occur, including delivering money to the seller thereof or to a dealer therefor (or any agent for such seller or dealer) against expectation of receiving later delivery of such securities; or
(B)	in the case of a purchase effected through a Securities System, in accordance with the rules governing the<br>operation of such Securities System;
---	---

(ii) for the purchase or sale of foreign exchange or foreign exchange agreements for the account of the Company, including transactions executed with or through the Custodian, its agents or its Sub-Custodians, as contemplated by Section 3.7 above;

(iii) for the payment of distributions, inclusive of accompanying shareholder servicing and/or distribution fees;

(iv) for the repurchase of shares of the Company pursuant to tender offers, if applicable; and

(v) 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 Collection 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, Section 9.4 or Section 13.5 below, provided, however, that in each case (i) the Custodian shall have first invoiced or billed the Company for such amounts and the Company shall have failed to pay 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. The Custodian will, with respect to the Securities held hereunder, use reasonable efforts to cause to be promptly executed by the registered holder of such Securities proxies received by the Custodian from its agents or its Sub-Custodians or from issuers of the Securities being held for the Company, without indication of the manner in which such proxies are to be voted, and upon receipt of Proper Instructions shall promptly deliver 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-Custodians or from issuers of the Securities being held for the Company. The Custodian shall have no obligation or duty to exercise any right or power, or otherwise to preserve rights, in or under any Securities unless and except to the extent it has received timely Proper Instruction from the Company in accordance with the next sentence. The Custodian will not be liable for any untimely exercise of any right or power in connection with Securities at any time held by the Custodian, its agents or Sub-Custodians unless:

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

(ii) the Custodian, or its agents or Sub-Custodians are in actual possession of such Securities, in each case, at least three (3) Business Days prior to the date on which such right or power is to be exercised. 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 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 3.11.

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, Proceeds, cash or other property held for the Company under this Agreement. 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 applicable law, including 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, 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 and Proceeds 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) At the request of the Company, with respect to each Subsidiary identified to the Custodian by the Company, there shall be established by the Custodian at U.S. Bank National Association a segregated account to which the Custodian shall deposit and hold any Subsidiary Securities (other than Loans, Equity Investments in Private Funds and Uncertificated Securities) received by it (and any Proceeds received by it in the form of dividends in kind or otherwise with respect to Subsidiary Securities) pursuant to this Agreement, which account shall be designated the “[INSERT NAME OF SUBSIDIARY] Collection Account” (the “Subsidiary Collection Account”).

(b) To the maximum extent possible, the provisions of this Agreement regarding Securities of the Company and the Collection Account shall be applicable to any Subsidiary Securities, cash and other investment assets, and the Subsidiary Collection 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 may appoint one or more Sub-Custodians to establish and maintain arrangements with (i) Eligible Securities Depositories or (ii) Eligible Foreign Custodians. The Custodian’s responsibility with respect to the selection or appointment of a Sub-Custodian (other than an affiliate of the Custodian) shall be limited to a duty to exercise reasonable care and good faith in the selection of such Sub-Custodian in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. To the extent permitted by applicable law, the Custodian shall request each Sub-Custodian to identify on its own books and records that any assets held at such Sub-Custodian by Custodian on behalf of its customers belong to customers of the Custodian, such that it is readily apparent that such assets do not belong to the Custodian or such Sub-Custodian. 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 (other than an affiliate of the 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).

4.	REPORTING

(a) The Custodian shall render to the Company a monthly report within two (2) Business Days of the end of each calendar month (the “Monthly Report”) of (i) all deposits to and withdrawals from the Collection 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 and Proceeds held pursuant to this Agreement as of the end of each month and all transactions in the Securities, Proceeds and Collateral during the month, as well as a list of all Securities, Proceeds and Collateral transactions that remain unsettled at that time, and (iii) such other matters as the parties may agree from time to time. For the avoidance of doubt, the Monthly Report provided by the Custodian to the Company shall include the location in which Securities, Proceeds and Collateral are held (vault, electronic vault, etc.) and not indicate any Security, Collateral or other asset of the Company as being “client-controlled”. The Custodian hereby agrees and acknowledges that the Monthly Report and the monthly report of all Loan Files (as defined in the Document Custody Agreement) rendered by the Document Custodian to the Company pursuant to the Document Custody Agreement shall collectively constitute a complete and accurate record of all Securities and Proceeds held pursuant to this Agreement and the Document Custody Agreement as of the relevant reporting date.

(b) For each Business Day, the Custodian shall render to the Company a daily report of (i) all deposits to and withdrawals from the Collection Account for such Business Day and the outstanding balance as of the end of such Business Day, (ii) a report of settled trades of Securities for such Business Day, and (iii) a report of all Securities positions as of the end of the prior 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, promptly upon request, with such reports 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 Sub-Custodian appointed hereunder, to the extent available to the Custodian), or as may otherwise be reasonably requested as the Custodian may agree.

5.	DEPOSIT IN U.S. SECURITIES SYSTEMS

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

(a) The Custodian may keep domestic Securities in a U.S. Securities System provided that such Securities are represented in an account of the Custodian in the U.S. Securities System for the benefit of the Company 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) 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, fraud, willful misconduct or bad faith of the Custodian itself, or from the failure of the Custodian to enforce effectively such rights as it may have against the U.S. Securities System).

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 approval in accordance with this Section 6. 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 Trustees (the “Board”) next following receipt of such notice and information give a written approval or disapproval 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, in each case, in a single account with such Foreign Sub-Custodian 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 and include in the Monthly Report 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 Sub-Custodian for the account of the Company may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including delivering Securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such Securities from such purchaser or dealer.

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 under bankruptcy, insolvency, or similar laws; (iii) that beneficial ownership for the Company’s assets will be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying the assets as belonging to the Company or as being held by a third party for the benefit of the Company; (v) that the Company’s independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Company will receive periodic reports with respect to the safekeeping of the Company’s assets, including notification of any transfer to or from a Company’s account or a third party account containing assets held for the benefit of the Company. Such contract may contain, in lieu of any or all of the provisions specified above, such other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for 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 Board deems reasonable and appropriate based on the circumstances of the Company’s foreign custody arrangements, the Custodian shall provide written reports notifying the Board 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 this Section 6.

(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 such 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 6, 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 or appointment of a Foreign Sub-Custodian shall be limited to a duty to exercise reasonable care in the selection or retention of such Foreign 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 Foreign Sub-Custodian, the Custodian shall take reasonable action to recover and, at the request of the Company, provide reasonable efforts in assisting the Company in recovering such costs, expenses, damages, liabilities, or claims from such Foreign Sub-Custodian; provided that the Custodian’s sole liability in that regard shall be limited to amounts actually received by it from such Foreign Sub-Custodian (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).

7.	CERTAIN GENERAL TERMS

7.1. [Reserved.]

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

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

7.4. Proper Instructions.

(a) The Company will give a notice to the Custodian, in form reasonably acceptable to the Custodian, specifying the names and specimen signatures (whether manual, facsimile, PDF or other electronic signature) of persons authorized to give Proper Instructions (collectively, “Authorized Persons” and each is an “Authorized Person”) which notice shall be signed (whether manual, facsimile, PDF or other electronic signature) 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 A attached hereto and made a part hereof (as such Schedule A may be modified from time to time by written notice from the Company to the Custodian). The Custodian shall accept and act upon Proper Instructions sent by unsecured email, facsimile transmission or other similar unsecured electronic methods. If such person on behalf of the Company (or the Investment Adviser on its behalf) elects to give the Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Custodian acts 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. The Company 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 and acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances. The Company hereby authorizes and directs the Custodian to accept, rely and act upon instruction from the Investment Adviser, acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize and act upon the instruction of the Investment Adviser, acting alone, on behalf and in the stead of the Company for all purposes hereunder; provided that such authorization and direction may be revoked at any time by an Authorized Person who is an officer of the Company.

(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 or the Custodian’s operating polices and practices. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.

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

(a) make payments to itself as described in or pursuant to Section 3.9(b), or to make payments to itself or others, to the extent reasonably incurred, for documented 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 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;

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

(d) in general, except as directed in Proper Instructions, 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, electronic communication or paper reasonably believed by it to be genuine and to have been properly executed (whether manual, facsimile, PDF or other electronic signature) or otherwise given by or on behalf of the Company by an Authorized Person. The Custodian may receive and accept a certificate signed (whether manual, facsimile, PDF or other electronic signature) 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 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 reasonable efforts to process such communications as soon as possible after receipt).

7.8. Actions on the Loans. Except as expressly provided 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. Except as expressly provided herein, all such actions and communications are the responsibility of the Company.

7.9. Confidentiality. The parties hereto agree that they and their advisors, including legal counsel, shall not disclose to any other Person and shall keep confidential all Confidential Information, including the terms and conditions of this Agreement (including fee arrangements) and any amendment, supplement, schedule or exhibit hereto consistent with Section 12 herein. In the event that any party hereto or its advisors breaches any provision of this section, then, in addition to any other rights and remedies available to the non-breaching party, a non-breaching party shall be entitled to temporary and permanent injunctive relief against the breaching party without the necessity of proving actual damages. Notwithstanding the foregoing, Confidential Information may be disclosed by a party to the extent that (i) such party reasonably deems necessary to do so in working with taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable laws, or (ii) any portion of the Confidential Information is required by law or requested by judicial or regulatory or supervisory process to be disclosed.

8.	COMPENSATION OF CUSTODIAN

8.1. Fees. The Custodian shall be entitled to compensation for its services in accordance with the terms of that certain fee letter dated on or about May 29, 2024, between the Company (or the Investment Adviser on its behalf) and the Custodian (as the same may be amended, modified and/or supplemented from time to time, the “Fee Letter”).

8.2. Expenses. Subject to and to the extent provided in the Fee Letter, the Company agrees to pay or reimburse to the Custodian upon its request from time to time all reasonable and documented costs, disbursements, advances, and expenses (including reasonable and documented fees and expenses of legal counsel, agents and experts) reasonably 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, execution or enforcement of this Agreement, or in connection with the transactions contemplated hereby or the administration of this Agreement or performance by the Custodian of its duties and services under this Agreement, from time to time (including costs and expenses of any action deemed necessary by the Custodian to collect any amounts owing to it under this Agreement).

9.	RESPONSIBILITY OF CUSTODIAN

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

9.2. Instructions.

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

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

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

(a) The Custodian may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt or other paper, electronic communication 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 (whether manual, facsimile, PDF or other electronic signature), sent 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 (whether manual, facsimile, PDF or other electronic signature) appearing thereon. The Custodian shall not be bound to make any independent investigation into the facts or matters stated in any such notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt, electronic communication or other paper or document.

(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 reasonable mistake of fact or law, or for anything which it may reasonably do or refrain from doing in connection herewith, unless such action or inaction constitutes gross negligence, fraud, 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 (i) the 1940 Act, the regulations thereunder, or the Company’s investment objectives and policies then in effect or (ii) any restrictions, covenants, limitations or obligations to which the Company may be subject. For avoidance of doubt, the Custodian shall not be under any obligation to determine whether any investment constitutes an Eligible Investment under this Agreement.

(c) In no event shall any party hereunder be liable for any indirect, incidental, special, punitive or consequential damages (including lost profits or diminution of value) 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 and in accordance with the Fee Letter, as applicable.

(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 Global Corporate Trust Services group and charged with responsibility for administering this Agreement or unless (and then only to the extent received) provided in writing by the Custodian at the applicable address(es) as set forth in Section 16 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 or such expense is covered under the Fee Letter. Nothing herein shall obligate the Custodian to commence, prosecute or defend legal proceedings in any instance, whether on behalf of the Company or on its own behalf or otherwise, with respect to any matter arising hereunder, or relating to this Agreement or the services contemplated hereby.

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

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

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

9.4. Indemnification; Custodian’s Lien.

(a) The Company shall and does hereby indemnify and hold harmless each of the Custodian, any Foreign Sub-Custodian and each of its officers, directors, employees, attorneys, agents, advisors, successors and assigns (collectively, the “Indemnified Persons” and each an “Indemnified Person”) for and from any and all costs and expenses (including reasonable and documented fees and expenses of counsel, agents and experts), and any and all losses, damages, claims (whether brought by or involving the Company or any third party) and liabilities, that may arise, be brought against or incurred by an Indemnified Person whether brought by or involving any third party or the Company, and any advances or disbursements made by an Indemnified Person (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 or obligations hereunder or the enforcement of any provision of this Agreement, including any indemnification obligations, or the relationship between the Company (including, for the avoidance of doubt, any Subsidiary) and the Custodian created hereby, other than such liabilities, losses, damages, claims, costs and expenses as are directly caused by an Indemnified Person’s own actions or inactions constituting gross negligence, fraud, willful misconduct or bad faith.

(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 acquired, 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. Notwithstanding anything to the contrary in this Agreement, none of the Custodian, the Securities Depository or any Sub-Custodian shall have any power or authority to assign, hypothecate, pledge, grant any third party any interest in, or otherwise dispose of the Company’s Securities or cash, except as provided herein or pursuant to Proper Instructions.

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

9.6. Cooperation. The Custodian shall reasonably cooperate with and supply such information in its possession, pertaining to the services under this Agreement and permitted by applicable law and regulation, to the entity or entities appointed by the Company (including accountants) as instructed by the Company pursuant to Proper Instructions.

10.	SECURITY CODES

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

11.	TAX LAW

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

11.2. Tax Withholding. The Company shall be responsible for instructing the Custodian with respect to any and all withholding, reporting or similar requirements under any present or future tax law or regulation that may be applicable, whether imposed by the United States, any other sovereign state, or any political subdivision or taxing authority thereof. The Company shall be solely responsible for making such determination and complying with such laws and regulations for the Company, the Investment Adviser or any investors or participants therein. Absent such notice, the Custodian shall not have any obligation hereunder to make any such reporting, deduction or withholding (including without limitation any such deduction or withholding required by the applicable laws of the place of payment); provided, however that the Custodian shall be entitled to do so if it shall determine the same is required under applicable law (without having any obligation hereunder to make such determination).

11.3. 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.	PROPRIETARY AND CONFIDENTIAL INFORMATION

12.1. Effective Date. The Custodian agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Company, all records and other information relative to the Company and prior, present, or potential shareholders of the Company (and clients of said shareholders), in each case provided pursuant to this Agreement, and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder and to cause any Sub-Custodian utilized by it to agree to all of the foregoing, except the Custodian may disclose such information (x) to regulatory authorities having jurisdiction over the Custodian or the Company or its affiliates or subsidiaries, as required by law or regulation, provided that the Custodian will promptly report such disclosure to the Company if disclosure is permitted by applicable law and regulation (y) to the Custodian’s or the Company’s respective 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 or (z) when so requested by the Company. Records and other information which have become known to the public through no wrongful act of the Custodian or any of its employees, agents or representatives, and information that was already in the possession of the Custodian prior to receipt thereof from the Company or its agent, shall not be subject to this paragraph.

12.2. Further, the Custodian will adhere to the privacy policies adopted by the Company pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, the Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Company and its shareholders. In addition, the Custodian has implemented and will maintain an effective information security program reasonably designed to protect information relating to shareholders (such information, “Personal Information”), which program includes sufficient administrative, technical and physical safeguards and written policies and procedures reasonably designed to (a) insure the security and confidentiality of such Personal Information; (b) protect against any

anticipated threats or hazards to the security or integrity of such Personal Information, including identity theft; and (c) protect against unauthorized access to or use of such Personal Information that could result in substantial harm or inconvenience to the Company or any shareholder (the “Information Security Program”). The Information Security Program complies and shall comply with reasonable information security practices within the industry. Upon written request the Custodian shall provide a written description of its Information Security Program to the Company. The Custodian shall notify the Company in writing of any breach of security, misuse or misappropriation of, or unauthorized access to, (in each case, whether actual or alleged) any information of the Company (any or all of the foregoing referred to individually and collectively for purposes of this provision as a “Security Breach”). The Custodian shall promptly investigate and remedy and bear the cost of the measures (including notification to any affected parties), if any, to address any Security Breach. The Custodian shall bear the cost of the Security Breach if the Custodian is determined to be responsible for such Security Breach. In addition to, and without limiting the foregoing, the Custodian shall promptly cooperate with the Company and any of its affiliates as well as each of their respective regulators (which shall be done at the Custodian’s expense if the Custodian is determined to be responsible for such Security Breach) to prevent, investigate, cease or mitigate any Security Breach, including but not limited to investigating, bringing claims or actions and giving information and testimony. Notwithstanding any other provision in this Agreement, the obligations set forth in this paragraph shall survive termination of this Agreement.

12.3. The Company agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Custodian, all non-public information relative to the Custodian (including, without limitation, information regarding the Custodian’s pricing, products, services, customers, suppliers, financial statements, processes, know-how, trade secrets, market opportunities, past, present or future research, development or business plans, affairs, operations, systems, computer software in source code and object code form, documentation, techniques, procedures, designs, drawings, specifications, schematics, processes and/or intellectual property), and not to use such information for any purpose other than in connection with the services provided under this Agreement, except (i) after prior notification to and approval in writing by the Custodian, which approval shall not be unreasonably withheld and may not be withheld where the Company may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Custodian. Information which has become known to the public through no wrongful act of the Company or any of its employees, agents or representatives, and information that was already in the possession of the Company prior to receipt thereof from the Custodian, shall not be subject to this paragraph.

12.4. Notwithstanding anything herein to the contrary, the Company shall be permitted to disclose the identity of the Custodian as a service provider, redacted copies of this Agreement, and such other information as may be required in the Company’s registration or offering documents, or as may otherwise be required by applicable law, rule, or regulation.

12.5. For the avoidance of doubt, no provision of this Agreement shall be construed as prohibiting the reporting of possible violations of U.S. federal law or regulation to any U.S. government agency or entity or self-regulatory organization or making disclosures that are protected under the whistleblower provisions of U.S. federal law or regulation.

13.	EFFECTIVE PERIOD AND TERMINATION

13.1. Effective Date. This Agreement shall become effective as of its due execution (whether manual, facsimile, PDF or other electronic signature) 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 13.2.

13.2. Termination. This Agreement shall terminate upon the earliest of (a) occurrence of the effective date of termination specified in any written notice of termination given by either party to the other not later than sixty (60) days prior to the effective date of termination specified therein, and (b) such other date of termination as may be mutually agreed upon by the parties in writing.

13.3. Resignation. The Custodian may at any time resign under this Agreement by giving not less than sixty (60) days advance written notice thereof to the Company. Notwithstanding the foregoing, the resignation of the Custodian shall not take effect until the earlier of (x) the date on which a successor custodian has been engaged by the Company and (y) the expiration of the notice period specified in the first sentence of this Section 13.3, in each case subject to the payment of all unpaid fees, expenses and indemnification amounts due to the Custodian.

13.4. Successor. Prior to the effective date of termination of this Agreement, or the effective date of the resignation or removal of the Custodian, as the case may be, the Company shall give Proper Instruction to the Custodian 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 Proceeds 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 each successor all relevant books, records, correspondence, and other data established or maintained by the Custodian under the 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, including provision for assistance from the Custodian’s personnel in the establishment of books, records, and other data by such successor. Upon such delivery and transfer, the Custodian shall be relieved of all obligations under this Agreement. For the avoidance of doubt, no resignation of the Custodian or termination of this Agreement shall be effective until a successor Custodian has been appointed (and has accepted such appointment) in accordance with this Section 13.4.

13.5. Payment of Fees, etc. Upon termination of this Agreement or resignation of the Custodian, in accordance with the Fee Letter, 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.

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

14.	REPRESENTATIONS AND WARRANTIES

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

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

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

(c) the Company is not a Plan-Assets Vehicle (as defined below); (ii) the Company is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (iii) the aggregate interest in any class of equity interests by any benefit plan investors (as such term is interpreted under ERISA) for whose benefit or account the Accounts of the Company is held does not equal or exceed 25% of the outstanding interests; and (iv) neither the portfolio of the Securities or the Accounts for the Company is deemed to be assets of an employee benefit plan which is subject to ERISA. If for any reason the Company breaches or otherwise fails to comply with any of the foregoing representations, warranties, or covenants, then (i) the Custodian’s duties hereunder with respect to the Company shall terminate immediately upon such breach, regardless of whether the Custodian received notice of such breach or provided notice of termination and promptly thereafter, the Company and the Custodian shall negotiate in good faith to enter into a separate ERISA fund custody agreement, (ii) the Company will promptly notify the Custodian of such breach, (iii) the Company acknowledges that the Custodian does not act as investment manager of the Securities or the Accounts and (iv) the Company acknowledges that the Custodian does not provide any services as a “fiduciary” with respect to the Company within the meaning of ERISA §3(21). For purposes herein, “Plan-Assets Vehicle” means an investment contract, product, or entity that holds plan assets (as determined pursuant to ERISA §§3(42) and 401 and 29 C.F.R. §2510.3-101.

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

(a) it is duly organized and existing under the laws of the jurisdiction of its organization;

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

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

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

15.	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).

16.	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, (iii) electronic mail or (iv) 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

Bain Capital Specialty Finance, Inc.

200 Clarendon Street, 37th Floor

Boston, MA 02116

Attention: Jessica Yeager

Telephone: (617) 516-2130

Email: j.yeager@baincapital.com

Reference: Bain Capital Credit Docs

Email: BainCapitalCreditDocs@baincapital.com

(b)	if to the Custodian, to

U.S. Bank Trust Company, National Association

Global Corporate Trust Services

190 South LaSalle Street

Chicago, Illinois 60603

Ref: Bain Capital Specialty Finance

Attention: Justin Benoit

Phone: (312) 332-7112

E-mail: ISLP.A@usbank.com, with a copy to justin.benoit@usbank.com

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 the federal securities laws, including the 1940 Act, in which case such federal securities laws shall govern. All actions and proceedings relating to or arising from, directly or indirectly, this Agreement may be brought in New York State or U.S. federal courts located within the City of New York, State of New York and the Company and the Custodian hereby submit to personal jurisdiction of such courts for such actions or proceedings. The Company and the Custodian each hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury and any objection to laying of venue in such courts on grounds of forum nonconveniens in respect of any claim based upon, arising out of or in connection with this Agreement. No actions or proceedings relating to or arising from, directly or indirectly, this Agreement shall be brought in a forum outside of the United States of America.

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

18.2. Counterparts. This Agreement may be executed (whether manual, facsimile, PDF or other electronic signature) in any number of counterparts and all counterparts taken together shall constitute one and the same instrument.

18.3. Electronic Signatures. The exchange of copies of this Agreement and of signature pages by pdf or other electronic 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 pdf shall be deemed to be their original signatures for all purposes. By executing this Agreement, the Company hereby acknowledges and agrees, and directs the Custodian to acknowledge and agree and the Custodian does hereby acknowledge and agree, that execution of this Agreement, any Proper Instructions and any other notice, form or other document executed by the Company, the Investment Adviser or the Custodian in connection with this Agreement, by electronic signature (including, without limitation, any .pdf file, .jpeg file or any other electronic or image file, or any other “electronic signature” as defined under E-SIGN or ESRA, including Orbit, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Company or the Investment Adviser and reasonably available at no undue burden or expense to the Custodian) shall be permitted hereunder notwithstanding anything to the contrary herein and such electronic signatures shall be legally binding as if such electronic signatures were handwritten signatures. Any electronically signed document delivered via email from a person purporting to be an Authorized Person shall be considered signed or executed by such Authorized Person on behalf of the Company or the Investment Adviser or behalf of the Company, as applicable. The Company also hereby acknowledges that the Custodian shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

19.	AMENDMENT; WAIVER

19.1. Amendment. This Agreement may not be amended except by an express written instrument duly executed (whether manual, facsimile, PDF or other electronic signature) by each of 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 express written instrument signed by the party against whom it is to be charged.

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.

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 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. For avoidance of doubt, no corporation or association (as described above) shall succeed to the rights, powers and duties of the Custodian hereunder unless it is a qualified custodian pursuant to Section 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.

23.	OTHER BUSINESS

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

24.	REPRODUCTION OF DOCUMENTS

This Agreement and all schedules, exhibits, attachments and amendments 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.	LIMITED RECOURSE

Notwithstanding anything to the contrary herein or in any other agreement, the Custodian hereby acknowledges and agrees that all of the Company’s obligations hereunder or in connection herewith will be solely the corporate obligations of the Company, and the Custodian will not have any recourse to the Company, any of the Company’s directors, officers, managers, incorporators, shareholders, partners, agents or affiliates or any directors, officers, managers, incorporators, shareholders, partners, agents or affiliates of the Company or any of their successors or assigns with respect to any claims, losses, damages, liabilities, indemnities or other obligations, representations or agreements or breach thereof in connection with any transactions contemplated hereby. The obligations of the Company from time to time and at any time hereunder are limited-recourse obligations of the Company, payable solely from the Securities and Proceeds at such time in accordance with this Agreement and upon the exhaustion of the Securities and Proceeds and their reduction to zero, all obligations of and all claims against the Company arising under or out of this Agreement or any transactions contemplated hereby shall be extinguished and shall not thereafter revive. All payments by the Company to the Custodian hereunder shall be made subject to this Section 25.

26.	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.]

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 date first written above.

BAIN CAPITAL SPECIALTY FINANCE, INC.
By:	/s/ Jessica Yeager
Name: Jessica Yeager
Title: Vice President
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Custodian
By:	/s/ Ralph J. Creasia, Jr.
Name: Ralph J. Creasia, Jr.
Title: Senior Vice President

SCHEDULE A

[Intentionally Omitted]

SCHEDULE B

Collection Accounts

[Intentionally Omitted]

EX-10.2

Exhibit 10.2

Execution Copy

DOCUMENTCUSTODY AGREEMENT

BAIN CAPITAL SPECIALTY FINANCE, INC.

“Company”

and

U.S. BANK NATIONAL ASSOCIATION

“Document Custodian”

Dated as of

April 28, 2025

TABLE OF CONTENTS

Section 1.	Certain Definitions	1
Section 2.	Appointment of the Document Custodian	5
Section 3.	Delivery of Loan Files	5
Section 4.	Release of Loan Files	6
Section 5.	Further Obligations of the Document Custodian	6
Section 6.	Proper Instructions	7
Section 7.	Physical Transmission of Loan Files	8
Section 8.	Fees of the Document Custodian	8
Section 9.	Resignation or Removal of Document Custodian; Termination of Agreement	9
Section 10.	Representations	10
Section 11.	Reporting	10
Section 12.	Notices	11
Section 13.	Concerning the Document Custodian	11
Section 14.	Force Majeure	14
Section 15.	Cooperation	14
Section 16.	Indemnification	14
Section 17.	Amendments	14
Section 18.	Effective Waiver	15
Section 19.	Severability	15
Section 20.	Binding Effect; Governing Law	15
Section 21.	Successors and Assigns; Third Party Benefit	15
Section 22.	Entire Agreement; Counterparts	15
Section 23.	Other Business	16
Section 24.	Reproduction of Documents	16
Section 25.	Confidentiality	16
Section 26.	Actions Necessary to Preserve Rights under Collateral Documents	16
Section 27.	SUBMISSION TO JURISDICTION; WAIVERS	17
Section 28.	Compliance with Applicable Law	17

EXHIBIT A	AUTHORIZED REPRESENTATIVES
EXHIBIT B	FORM OF REQUEST FOR RELEASE
EXHIBIT C	FORM OF JOINDER

DOCUMENT CUSTODY AGREEMENT

This DOCUMENT CUSTODY AGREEMENT is made and entered into as of April 28, 2025, by and between Bain Capital Specialty Finance, Inc. (the “Company”), a Delaware corporation, and U.S. Bank National Association, a national banking association, organized under the laws of the United States, as document custodian (the “Document Custodian”).

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

WHEREAS, the Company and its subsidiaries (each a “Subsidiary” and together, the “Subsidiaries”) are and from time to time may become the respective owners of Collateral (as defined herein);

WHEREAS, the Company desires to have the Document Custodian take possession of certain documents with respect to such Collateral as specified herein, as the Document Custodian for the Company and each Subsidiary in accordance with the terms and conditions hereof;

WHEREAS, the Document Custodian has agreed to act as document custodian for the Company and each Subsidiary, on the terms and conditions hereof;

WHEREAS, the Company and each Subsidiary wish for the Document Custodian to place into custody and otherwise safeguard all Collateral (as defined herein);

WHEREAS, the Company desires that the Company’s Collateral be held and administered by the Document Custodian pursuant to this Agreement in compliance with Section 17(f) of the 1940 Act, concurrent with the entrance into a certain Custody Agreement between the Company and the Custodian (as defined therein) as of the date hereof; and

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

Section 1. Certain Definitions. **** (a) The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision; and Section references refer to Sections of this Agreement. For the purposes of this Agreement, the following terms shall have the indicated meanings unless the context or use indicates another or different meaning and intent, and the definitions of such terms are equally applicable to the singular and the plural forms of such terms.

“1940 Act” has the meaning set forth in the preamble hereto.

“Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Agreement” means this Document Custody Agreement and the schedules and exhibits hereto, as supplemented or amended from time to time.

“Authorized Representative” has the meaning set forth in Section 6(b) hereof.

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) any day that is a federal holiday under the laws of the State of New York, or the city or state in which the Document Custodian’s offices are located or (iii) any day on which commercial banks in the State of New York or the city or state in which the Document Custodian’s offices are located are closed or authorized or permitted to close.

“Collateral” means all assets acquired by the Company that are not Securities or Proceeds (each as defined in the Custody Agreement), including, but not limited to, all Loans, any equity interest in a Private Fund, and certain uncertificated equity securities as the Custodian and Company shall agree.

“Collateral Documents” means, with respect to any Collateral, the documents comprising the Loan File for such Collateral received by the Document Custodian pursuant to this Agreement, including any Loan assignment agreement, participation agreement, and any related instrument, security, credit agreement, assignment agreement and/or other agreements or documents, including any agreements and/or documents with respect to an Equity Investment, if any. With respect to the Collateral, the Document Custodian shall receive, originals or copies (including electronic copies) of the following documents or instruments, all as specified on the related Collateral Schedule:

(i)	in the case of a Loan,
(A)	an original or copy of each transfer document or instrument relating to such noteless loan evidencing the<br>assignment of such Loan to the Company;
---	---
(B)	originals or copies (including electronic copies) of each of the following:
---	---
(1)	to the extent applicable to the related Loan, any related Loan agreement, credit agreement, security agreement,<br>subordination agreement and intercreditor agreement or similar instruments, and
---	---
(2)	to the extent applicable to the related Loan and only to the extent such document is in the possession of the<br>Company, any note purchase agreement, sale and servicing or collateral management agreement, acquisition agreement, guarantee, insurance policy, assumption or substitution agreement or similar material operative document, in each case together with<br>any amendment or modification thereto; and
---	---
(ii)	in the case of Equity Investments, an original or copy of each instrument, document and/or agreement relating<br>to an Equity Investment evidencing the acquisition of such Equity Investment by, or assignment of such Equity Investment to, the Company.
---	---

Any statement clarified by “if any” or “if applicable” shall only refer to whether or not such item is present in the Loan File when delivered to the Document Custodian. The Document Custodian shall have no duty or obligation to determine if such item should have been included.

“Collateral Schedule” means a listing of Loan Files in computer readable standardized text formats, delivered or caused to be delivered by the Company to the Document Custodian, incorporating the fields listed on Schedule I hereto and such other information and fields as may be mutually agreed upon by the Company and the Document Custodian and in a form satisfactory to the Company and the Document Custodian.

“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 Document Custodian from time to time pursuant to this Agreement and any non-public information received by the Document Custodian in connection with the services described in this Agreement.

“Custodian” means U.S. Bank Trust Company, National Association in its capacity as custodian under that certain Custody Agreement.

“Custody Agreement” means the Custody Agreement dated as of even date between the Custodian and the Company.

“Delivery of Loan Files” means actual receipt by the Document Custodian at its designated office of the (i) Loan Files and (ii) Collateral Schedule relating to such Loan Files.

“Equity Investments” means equity interests in Private Funds and uncertificated equity securities, collectively.

“Investment Adviser” means BCSF Advisors, LP or any investment adviser identified to the Document Custodian by the Company in writing.

“Loan File” means a file delivered via electronic mail or otherwise, at the discretion of the Company, to the Document Custodian by the Company (on behalf of itself or a Subsidiary) pursuant to Section 3 of this Agreement, containing the Collateral Documents relating to the Collateral, as set forth on the Collateral Schedule delivered to the Document Custodian.

“Officer’s Certificate” means a certificate signed by an officer (authorized to sign an Officer’s Certificate) of the Company or other Person (on behalf of the Company) submitting a Loan File to the Document Custodian or otherwise delivered an Officer’s Certificate to the Document Custodian pursuant to this Agreement.

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

“Private Fund” means an investment company exempted from the definition of “investment company” or exempt from registration as an investment company under the 1940 Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereunder.

“Proper Instructions” means the meaning set forth in Section 6(a) hereof.

“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 B hereto or (ii) as otherwise agreed to between the Document Custodian and the Company.

“Responsible Officer” means, with respect to the Document Custodian, any officer, including any managing director, principal, vice president, assistant vice president, assistant treasurer, assistant secretary, trust officer or any other officer of the Document Custodian customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case, having direct responsibility for the administration of this Agreement.

“Subsidiary” has the meaning set forth in the preamble hereto.

(b) In this Agreement unless the contrary intention appears:

(i)	any reference to this Agreement or another agreement or instrument refers to such agreement or instrument as<br>the same may be amended, modified or otherwise rewritten from time to time;
(ii)	a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and<br>consolidations, amendments, re-enactments or replacements of any of them;
---	---
(iii)	any term defined in the singular form may be used in, and shall include, the plural with the same meaning, and<br>vice versa;
---	---
(iv)	a reference to a Person includes a reference to the Person’s executors, custodians, successors and<br>permitted assigns;
---	---
(v)	an agreement, representation or warranty in favor of two or more Persons is for the benefit of them jointly and<br>severally;
---	---
(vi)	an agreement, representation or warranty on the part of two or more Persons binds them severally and not<br>jointly; and
---	---
(vii)	any reference to “execute”, “executed”, “sign”, “signed”,<br>“signature” or any other like term hereunder shall include execution by electronic signature (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as<br>defined under the U.S. Electronic Signatures in Global and National Commerce Act (“E-SIGN”) or the New York Electronic Signatures and Records Act (“ESRA”),<br>
---	---

which includes any electronic signature provided by Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue<br>burden or expense to the Document Custodian), except to the extent the Document Custodian requests otherwise. Any such electronic signatures shall be valid, effective and legally binding as if such electronic signatures were handwritten signatures<br>and shall be deemed to have been duly and validly delivered for all purposes hereunder.

Section 2. Appointment of the DocumentCustodian. **** The Company hereby appoints the Document Custodian, and the Document Custodian hereby accepts its appointment, to act as the document custodian for the Company and each Subsidiary, to provide the services set forth in this Agreement, upon the terms and conditions set forth in this Agreement.

The Document Custodian acknowledges and agrees that it will hold possession of all Loan Files delivered to it in accordance with this Agreement for the benefit of the Company or a Subsidiary, as applicable. Loan Files will be held in safekeeping and in such a manner so as to clearly identify the Company’s Loan Files as segregated from the Loan Files of any third party.

Section 3. Delivery of Loan Files.

(a) The Company (on behalf of itself or a Subsidiary) shall from time to time via electronic mail or otherwise, at the discretion of the Company, deliver or cause to be delivered Loan Files, including each of the related Collateral Documents, to the Document Custodian to be held hereunder. With respect to each Delivery of Loan Files, the Company shall provide or cause to be provided a related Collateral Schedule (in a form acceptable to the Company and the Document Custodian) to the Document Custodian with respect to such Loan Files that are being delivered. The Document Custodian shall, not less than three (3) Business Days following receipt of such Loan Files and Collateral Schedule, confirm receipt of all such Loan Files or inform the Company of any Loan Files not received (which confirmation or other notice may be provided via email). For the avoidance of doubt, the Document Custodian shall place all Loan Files received by electronic mail or otherwise in custody and safeguard all assets.

(b) In receiving any Loan Files hereunder, and in maintaining any listing or providing any report or communication with respect to the Loan Files or Collateral Documents held hereunder, the Document Custodian shall have no obligation to review or monitor any Loan Files or Collateral Documents but shall only be required to hold those Loan Files or other Collateral Documents received by it in accordance with this Agreement.

(c) The Document Custodian shall not be under any duty to review, inspect, examine or certify the Loan Files or related Collateral Documents; and without limiting the foregoing, the Document Custodian shall be entitled to assume the genuineness of each such document and the genuineness and due authority of any signatures appearing thereon, shall be entitled to assume that each such document is what it purports to be. The Document Custodian shall have no liability for

or obligation with respect to, and shall not be construed or obliged to make any representation or warranty as to: (i) the validity, sufficiency, marketability, genuineness, value, contents or enforceability of any Collateral Document; (ii) the validity, adequacy or perfection of any lien upon or security interest purported to be evidenced or created thereby; or (iii) to determine that the contents of any Collateral Document are appropriate for the represented purpose^1^, or that any Collateral Document is other than what it purports on its face to be.

(d) With respect to each Subsidiary, such Loan Files shall be held in safekeeping by the Document Custodian, individually segregated and marked so as to clearly identify them as the property of such Subsidiary as set forth in this Agreement.

(e) The parties hereto agree that (i) any Subsidiary shall have the same rights and obligations as the Company under this Agreement and (ii) the Company shall notify the Document Custodian in writing as to the establishment of any Subsidiary as to which the Company requests that the Document Custodian provide services hereunder on behalf of the Subsidiary and request that the Document Custodian execute a Joinder substantially in the form as attached hereto as Exhibit C with respect to such Subsidiary.

Section 4. Release of Loan Files.

(a) In the event that any Loan File is needed by the Company or a Subsidiary for the purpose of correction of errors therein or for one of the other purposes set forth in a Request for Release, the Company shall send or cause to be sent to the Document Custodian a Request for Release. The Document Custodian shall release such Loan Files within three (3) Business Days of its receipt of such completed Request for Release. Any request for release by the Company (on behalf of itself or a Subsidiary) shall be in the form of the Request for Release.

(b) 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 B (or as otherwise agreed between the Document Custodian and the Company).

Section 5. Further Obligations of the Document Custodian.

(a) Maintenance of Facility. The Document Custodian shall segregate and identify the Loan Files on its automated data system and maintain custody of all Loan Files received by it in secure and fire resistant facilities, all in accordance with customary standards for such custody and individually segregated from the Loan Files of any other party and marked so as to clearly identify them as the property of the Company and in a manner consistent with Rule 17f-1 under the 1940 Act, as determined by the Company.

(b) Insurance. The Document Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect insurance in amounts, with standard coverage and subject to deductibles, all as customary for insurance typically maintained by banks that act as document custodian. Upon written request from the Company, the Document

Custodian shall provide evidence (which evidence may be in the form of a certificate of the respective insurer) that such insurance is in full force and effect.

^1^	Note to USB/NP: The deleted language appears to contradict customary duties of a Custodian under the<br>1940 Act.

(c) Examination. The Document Custodian shall upon not less than three (3) Business Days prior written notice permit (a) inspection during regular business hours of the Document Custodian (and subject to its usual charges for such access) by the Company (or by its auditors or agents when requested by the Company) of the Loan Files, at such place or places where the related Loan Files are deposited, and (b) the Company (or its auditors or agents when requested by the Company) to make copies of the Loan Files. The Company shall be responsible for any expenses in connection with such inspection and copying. Any such inspection and copying shall be subject to the procedures of the Document Custodian. In addition, and not in limitation of the foregoing, the Company shall indemnify and hold the Document Custodian harmless from all claims, costs, expenses, losses and damages incurred by the Document Custodian as a result of the damage, loss or misplacement of any Loan Files or Collateral Documents or other papers contained in the Loan Files while in the possession of the Company (or its auditors or agents).

Section 6. Proper Instructions.

(a) Any instruction or direction delivered to the Document Custodian from the Company (on behalf of itself or a Subsidiary) or the Investment Adviser (acting on the Company’s behalf) shall be in writing from an Authorized Representative (as defined below) and shall be delivered in accordance with Section 12 hereof. The Document Custodian and the Company may agree from time to time to accept other forms of instruction or direction. Any such instruction or direction delivered pursuant to this Section 6(a) shall be considered “Proper Instructions.”

(b) Any of the persons whose signatures and titles appear on Exhibit A (an “Authorized Representative”) are authorized, acting singly, to act for the Company (on behalf of itself or a Subsidiary) under this Agreement. The specimen signature for each such Authorized Representative of the Company or the Investment Adviser initially authorized hereunder is set forth on Exhibit A. From time to time, the Company or the Investment Adviser may, by delivering to the Document Custodian a revised exhibit, change the information previously given, but the Document Custodian shall be entitled to rely conclusively on the then current Exhibit until receipt of a superseding exhibit. Any electronically signed document delivered via electronic mail from a person purporting to be an Authorized Representative shall be considered signed or executed by such Authorized Representative on behalf of the applicable Person. The Document Custodian shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

(c) The Document Custodian shall have no obligation to act in accordance with purported instructions to the extent that they conflict with applicable law or regulations. The Document Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.

(d) If, in performing its duties under this Agreement, the Document Custodian is required to decide between alternative courses of action, the Document Custodian may (but shall not be obliged to) request written instructions (or, in its sole discretion, oral instructions followed

by written confirmation thereof) from the Company as to the course of action desired by it, upon which the Document Custodian shall be entitled to conclusively rely. If the Document Custodian does not receive such instructions within two (2) Business Days after it has requested them, the Document Custodian may, but shall be under no duty to, take or refrain from taking any such courses of action. The Document Custodian shall act in accordance with instructions received from the Company in response to such request after such two (2) Business Day period except to the extent it has already taken, or committed itself to take, action inconsistent with such instructions.

(e) The Company hereby authorizes and directs the Document Custodian to accept, rely and act upon instruction from the Investment Adviser, acting on behalf and in the name of the Company for all purposes hereunder, and the Custodian is authorized to recognize and act upon the instruction of the Investment Adviser, acting alone, on behalf and in the stead of the Company for all purposes hereunder; provided that such authorization and direction may be revoked at any time by an Authorized Representative who is an officer of the Company.

Section 7. Physical Transmission of Loan Files. Prior to any physical shipment of any Loan Files or Collateral Documents hereunder pursuant to the request of the Company (on behalf of itself or a Subsidiary), the Company shall deliver to the Document Custodian written instructions as to the method of shipment and shipper(s) the Document Custodian is to utilize in connection with the transmission of Loan Files or Collateral Documents in the performance of the Document Custodian’s duties hereunder (which instruction shall include, if requested by the Document Custodian, billing account numbers maintained by the Company with such shipper(s) to allow for direct billing of the related charges to the Company). The Company shall arrange for the provision of such services at its sole cost and expense (or, at the Document Custodian’s option, reimburse the Document Custodian for all costs and expenses incurred by the Document Custodian consistent with such instructions) and will maintain such insurance against loss or damage to Loan Files or other loan documents as the Company deems appropriate.

Notwithstanding the foregoing, it is hereby expressly agreed that in the absence of express written instruction from the Company pursuant to the preceding terms, physical shipment may be made by the Document Custodian in any instance by means of any recognized overnight delivery or shipping service (it being hereby expressly acknowledged that United Parcel Service is one such recognized service, without implied limitation). All costs and risks of physical shipment shall be borne by the Company, and it is hereby expressly agreed that in no event shall the Document Custodian have any liability for any losses or damages to any Person, arising out of actions of the Document Custodian consistent with the instructions of the Company (on behalf of itself or a Subsidiary). Any costs of physical shipment that may be incurred or paid by the Document Custodian from time to time may be billed by the Document Custodian to the Company on a monthly basis and shall be due and payable when billed.

Section 8. Fees of the Document Custodian. It is understood that the Document Custodian will charge such fees for its services under this Agreement as are set forth in a separate agreement (the “Fee Schedule”) between the Document Custodian and the Company, the payment of which, together with the Document Custodian’s reasonable expenses (as described below) in connection herewith, shall be solely the obligation of the Company.

Subject to the Fee Schedule, the Company agrees to pay or reimburse to the Document Custodian upon its request from time to time, any and all reasonable and documented costs, disbursements, expenses and indemnification amounts (including without limitation reasonable fees and expenses of legal counsel, agents and experts) paid or incurred by the Document Custodian, in connection with (i) the preparation or execution of this Agreement, (ii) the transactions contemplated hereby, (iii) the administration of this Agreement, (iv) the performance by the Document Custodian of its duties and services under this Agreement or (v) the enforcement by the Document Custodian of this Agreement and its indemnification rights hereunder, from time to time (including without limitation costs and expenses of any legal or other action deemed necessary by the Document Custodian to collect any amounts owing to it under this Agreement).

The obligations of the Company under this Section 8 and such separate agreement shall survive the termination of this Agreement and the resignation or removal of the Document Custodian.

Section 9. Resignation or Removal of Document Custodian; Termination of Agreement.

(a) The Document Custodian may terminate its obligations under this Agreement upon ninety (90) days’ prior written notice to the Company. In the event of such termination, (i) the Company shall appoint, by written instrument, a successor document custodian and (ii) the Document Custodian, promptly upon payment of any unpaid fees, expenses and indemnification amounts due to the Document Custodian, shall transfer to the successor document custodian, as directed, all Loan Files being held by the Document Custodian under this Agreement. The Document Custodian’s sole responsibility after the termination of its obligations as aforesaid shall be to safely maintain all of the Loan Files and to deliver the same to a successor document custodian; provided, that if a successor document custodian has not accepted custodial responsibilities within the period set forth in the first sentence of this Section 9(a), the Document Custodian may, at the expense of the Company, either (i) deliver all Loan Files to the Company or its designee, or (ii) petition any court of competent jurisdiction to name a successor document custodian. The Document Custodian shall not be responsible for the fees and expenses of any successor document custodian. Upon delivery of the Loan Files to any successor document custodian or to the Company or its designee as provided in this paragraph, all duties and obligations of the Document Custodian shall cease and terminate. The payment of all costs and expenses relating to the transfer of the Loan Files (including any physical shipping costs) upon termination shall be the sole responsibility of the Company. Notwithstanding the foregoing, the resignation of the Document Custodian shall not take effect until the earlier of (x) the date on which a successor document custodian has been engaged by the Company and (y) the expiration of the notice period specified in the first sentence of this Section 9(a), in each case subject to the payment of all unpaid fees, expenses and indemnification amounts due to the Document Custodian.

(b) The Company may at any time and without cause remove and discharge the Document Custodian from the performance of its duties under this Agreement upon at least thirty (30) days’ written notice to from the Company to the Document Custodian. Such removal shall take effect upon (i) the appointment of a successor document custodian by the Company, and (ii) delivery of all the Loan Files to the successor document custodian, the Company or its designee, which delivery shall be subject to, and shall be made promptly after, payment to the

Document Custodian of any unpaid fees, expenses and indemnification amounts. The payment of such successor document custodian’s fees and expenses and all costs and expenses in connection with such transfer shall be the sole responsibility of the Company. If a successor document custodian is not appointed by the Company within the aforementioned thirty (30) days, the Document Custodian may, at the expense of the Company, deliver all the Loan Files to the Company or its designee. Upon delivery of the Loan Files to the Company or its designee as provided in this paragraph, all duties and obligations of the Document Custodian shall cease and terminate. The payment of all costs and expenses relating to the transfer of the Loan Files (including any shipping costs) upon termination shall be the sole responsibility of the Company.

(c) This Agreement shall terminate on the date on which the Company notifies the Document Custodian in writing that the Agreement is terminated. Upon the Document Custodian’s receipt of both such written termination and the payment of any due and unpaid fees, expenses and indemnification amounts, the Document Custodian shall, within a reasonable time, deliver any remaining Loan Files to the Company or its designee, as directed by the Company and at the Company’s expense (including any shipping costs).

Section 10. Representations.

(a) The Company hereby represents and warrants to the Document Custodian that 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.

(b) The Document Custodian hereby represents and warrants to the Company that it is duly organized and existing under the laws of the jurisdiction of its organization;

(c) The Document Custodian hereby represents and warrants to the Company that it is qualified to act as a custodian pursuant to Section 26(a)(1) of the 1940 Act.

(d) The Document Custodian represents that it is a “qualified custodian” as defined by Rule 206(4)-2 under the Advisers Act.

(e) The Document Custodian maintains business continuity policies and standards that include data file backup and recovery procedures that comply with all applicable regulatory requirements.

(f) The Document Custodian represents that it will custody and safeguard all Collateral pursuant to and in accordance with this Agreement.

Section 11. Reporting.

(a) The Document Custodian shall render to the Company a monthly report of all Loan Files held by it pursuant to the terms of this Agreement on the 1^st^ Business Day of each calendar month. The Document Custodian shall provide the Company, promptly upon request, with such reports as may 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 Document Custodian. The Custodian hereby agrees and acknowledges that the

monthly report of all Loan Files and the Monthly Report (as defined in the Custody Agreement) rendered by the Document Custodian to the Company pursuant to the Custody Agreement shall collectively constitute a complete and accurate record of all Securities and Proceeds held pursuant to this Agreement and the Custody Agreement as of the relevant reporting date.

Section 12. Notices.

(a) Except as otherwise expressly provided herein, all Proper Instructions, notices or any other communications hereunder shall be in writing and shall be sent by (i) certified or registered mail, postage prepaid, (ii) recognized courier or delivery service or (iii) facsimile, .pdf transmission or electronic mail, to the Company, a Subsidiary or the Document Custodian at the following address, as applicable (or such other address as either party may designate by written notice to the other party):

If to the Company or any Subsidiary, to:

Bain Capital Specialty Finance, Inc.

200 Clarendon Street, 37th Floor

Boston, MA 02116

Attention: Jessica Yeager

Telephone: (617) 516-2130

Email: j.yeager@baincapital.com

Reference: Bain Capital Credit Docs

Email: BainCapitalCreditDocs@baincapital.com

If to the Document Custodian, to:

U.S. Bank National Association

1719 Otis Way

Florence, South Carolina 29501

Ref: Bain Capital Specialty Finance

Attention: Steven Garrett

Fax No.: (843) 676-8901

Email: steven.garrett@usbank.com

Section 13. Concerning the Document Custodian. **** The acceptance by the Document 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 or herein).

(a) The Document Custodian shall have no duties, obligations or responsibilities under this Agreement or with respect to the Loan Files or the Collateral Documents except for such duties, obligations or responsibilities as are expressly and specifically set forth in this Agreement as duties obligations or responsibilities on its part to be performed, and the duties obligations and responsibilities of the Document 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 Document Custodian. Any permissive right of the Document Custodian to take any action hereunder shall not be construed as a duty.

(b) The Document Custodian makes no representations as to and shall not be responsible for or required to verify (A) the validity, legality, enforceability, due authorization, effectiveness, recordability, insurability, sufficiency, value, form, substance, or genuineness of any of the documents contained in any Loan File or (B) the collectability, validity, transferability, insurability, value, effectiveness, perfection, priority or suitability of any Loan File or any document contained therein.

(c) The Document Custodian shall have no responsibilities or duties with respect to any Loan File while such Loan File is not in its possession.

(d) 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, electronic transmission or other paper or document furnished to it in accordance with this Agreement, 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 Representative). The Document Custodian shall be entitled to presume the genuineness and due authority of any signature appearing thereon. The Document Custodian shall not be bound to make any independent investigation into the facts or matters stated in any such notice, instruction, statement, certificate, request, waiver, consent, opinion, report, receipt, electronic transmission or other paper or document, provided, however, that if the form thereof is specifically prescribed by the terms of this Agreement, the Document Custodian shall examine the same to determine whether it substantially conforms on its face to the requirements set forth herein.

(e) Neither the Document 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 reasonably taken or omitted to be taken by it (or any of its directors, officers of employees), or for any reasonable mistake of fact or law, or for anything which it may reasonably do or refrain from doing in connection herewith, unless such action or inaction constitutes gross negligence, fraud, willful misconduct or bad faith of the Document Custodian.

(f) The Document 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 Proper Instructions, or omitted to be taken by it by reason of the Proper Instructions for such action.

(g) 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 Document Custodian in good faith in accordance with the advice or opinion of such counsel. The reasonable costs and expenses of such advice or opinion shall be reimbursed by the Company pursuant to Section 8 hereof, subject to the Fee Schedule.

(h) No provision of this Agreement shall require the Document Custodian to expend or risk its own funds, take any action hereunder (or omit to take any action) or otherwise incur any financial liability in the performance of its duties under this Agreement if it shall have grounds for believing that repayment of such funds or indemnity satisfactory is not assured to it.

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

(j) If the Document Custodian shall request instructions from the Company with respect to any act, action or failure to act in connection with this Agreement, the Document Custodian shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Document Custodian shall have received written instructions from the Company without incurring any liability therefor to the Company, or any other Person.

(k) In no event shall the Document Custodian or its directors, affiliates, officers, agents and employees be held liable for any lost profits or exemplary, punitive, special, indirect or consequential damages of any kind (including loss of profits or diminution in value) resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages.

(l) The Document Custodian shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by a Responsible Officer of the Document Custodian or unless (and then only to the extent received) in writing by the Document Custodian in accordance with Section 12 herein and specifically referencing this Agreement. Any other provision of this Agreement to the contrary notwithstanding, the Document Custodian shall have no notice of and shall not be bound by any of the terms and conditions of any other document or agreement unless the Document Custodian is a signatory party to that document or agreement.

(m) The Document Custodian shall not be responsible for the preparation or filing of any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than in respect of the Document Custodian’s compensation or for reimbursement of expenses; shall be under no obligation to verify the authenticity of any signature on any of the documents received or examined by it in connection with this Agreement or the authority or capacity of any person to execute or issue such document, except as provided in Section 6 of this Agreement with respect to Authorized Representatives; shall have no duty to ascertain whether or not any cash amount or payment has been received by the Company, a Subsidiary, or any third person and shall not be required to perform any cash movement functions in relation to this Agreement; and shall not be required to value or produce a report detailing the value of the Loan Files.

(n) Nothing in this Agreement shall be deemed to impose on the Document Custodian any duty to qualify to do business in any jurisdiction, other than (i) any jurisdiction where any Loan File is or may be held by the Document Custodian from time to time hereunder, and (ii) any jurisdiction where its ownership of property or conduct of business requires such qualification and where failure to qualify could have a material adverse effect on the Document Custodian or its property or business or on the ability of the Document Custodian to perform its duties hereunder.

The provisions of this Section 13 shall survive the termination of this Agreement and the resignation or removal of the Document Custodian.

Section 14. Force Majeure. In no event shall any party hereto be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, events, circumstances or forces beyond its control, including, without limitation, 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, loss or malfunctions of utilities, communications or computer (software and hardware) services, fires, floods, earthquakes or other natural disasters, civil or military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, accidents, national disasters of any kind, nuclear or natural catastrophes, or other similar events or acts; errors by the Company (including any Authorized Representative) in its instructions to the Document Custodian; or changes in applicable law, regulation or orders.

Section 15. Cooperation. The Document Custodian shall reasonably cooperate with and supply such information in its possession, pertaining to the services under this Agreement and permitted by applicable law and regulation, to the entity or entities appointed by the Company (including accountants) as instructed by the Company pursuant to Proper Instruction.

Section 16. Indemnification. The Company agrees to indemnify and hold harmless the Document Custodian and its respective directors, officers, employees, agents, designees, successors and assigns from and against any and all liabilities, obligations, damages, penalties, claims, actions, judgments, suits, disbursements, losses, costs and expenses of any kind or nature, including reasonable fees and expenses of legal counsel, court costs and costs of appeal arising from or connected with, the Document Custodian’s execution and performance of this Agreement and the enforcement of any provision hereunder, its participation in any transaction contemplated hereby, or the relationship between the Document Custodian and the Company (including any Subsidiary) created hereby, including but not limited to the claims of any third parties against the Document Custodian, except to the extent such loss, liability or expense results from the gross negligence, bad faith, fraud, or willful misconduct on the part of the Document Custodian.

The foregoing indemnifications shall survive the termination of this Agreement and the resignation or removal of the Document Custodian hereunder.

Section 17. Amendments.

(a) No amendment or waiver of any provision of this Agreement and no consent to any departure herefrom shall in any event be effective unless the same shall be in writing (including a writing evidenced by a facsimile transmission, PDF or electronic mail) and signed (whether by manual, facsimile, PDF or other electronic signature) by the parties hereto. No party hereto shall be required to execute any amendment that adversely affects its rights, duties, indemnities or immunities hereunder. However, with respect to any change in review procedure, this Agreement may be amended by mutual agreement between the parties hereto in the form of consent via electronic mail. Any such email shall reference this Agreement and shall specify that it is an amendment to the review procedures.

(b) From time to time, the Company may request that a wholly-owned subsidiary of the Company join in this Agreement and have all of the rights and obligations as any other “Subsidiary.” It shall be within the Document Custodian’s sole discretion to agree to such a joinder. The Company agrees to cause the Subsidiary to deliver to the Document Custodian a Joinder and such other documentation as the Document Custodian may require. Such Joinder shall not be effective until agreed to and executed by the Document Custodian.

Section 18. Effective Waiver. In no instance shall any delay or failure to act be deemed to be or effective as a waiver by any party 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.

Section 19. Severability. If any one or more of the provisions contained in this Agreement should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

Section 20. Binding Effect; Governing Law. This Agreement shall be binding and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be construed in accordance with, and governed by the law of the State of New York, without giving effect to the conflict of law principles thereof.

Section 21. Successors and Assigns; Third Party Benefit.

(a) The covenants and agreements set forth herein shall be binding upon and inure to the benefit of each of the parties and their respective successors and permitted assigns. Neither party shall be permitted to assign their rights under this Agreement without the written consent of the other party.

(b) Any Person into which the Document Custodian may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Document Custodian shall be a party, or any Person to which all or substantially all of the document custody business of the Document Custodian may be sold or otherwise transferred, shall without the execution or filing of any paper or further act on the part of any parties hereto become the successor document custodian hereunder (including, without the prior written consent of the Company).

(c) 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 this Section 21.

Section 22. Entire Agreement; Counterparts. **** This Agreement, together with the exhibits, schedules and other writings referred to herein or delivered pursuant hereto, constitutes the entire agreement and understanding of the parties with respect to the matters and transactions contemplated by this Agreement and supersedes any prior agreement and understandings with respect to those matters and transactions. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement (and by facsimile, electronic mail, .pdf transmission or other electronic transmission, which facsimile, electronic mail, .pdf transmission or other electronic transmission signatures shall be considered original executed counterparts).

Section 23. Other Business. Nothing herein shall prevent the Document 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 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.

Section 24. Reproduction of Documents. This Agreement and all schedules, exhibits, Joinders, attachments and amendment hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic, facsimile, .pdf, electronic mail 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.

Section 25. Confidentiality.

(a) The parties hereto agree that they and their advisors, including legal counsel, shall not disclose to any other Person and shall keep confidential the terms and conditions of this Agreement (including fee arrangements) and any amendment, supplement or Exhibit hereto, as well as any Confidential Information. In the event that any party hereto or its advisors breaches any provision of this section, then, in addition to any other rights and remedies available to the non-breaching party, a non-breaching party shall be entitled to temporary and permanent injunctive relief against the breaching party without the necessity of proving actual damages. Notwithstanding the foregoing, Confidential Information may be disclosed by a party to the extent that (i) such party reasonably deems necessary to do so in working with taxing authorities or other governmental agencies or regulatory bodies or in order to comply with any applicable laws, (ii) any portion of the Confidential Information is required by law or requested by judicial or regulatory or supervisory process to be disclosed, or (iii) such disclosure is necessary to establish, make effective or enforce the Company’s rights in the Collateral contained in the related Loan File held by the Document Custodian pursuant to this Agreement.

(b) For the avoidance of doubt, no provision of this Agreement shall be construed as prohibiting the reporting of possible violations of U.S. federal law or regulation to any U.S. government agency or entity or self-regulatory organization or making disclosures that are protected under the whistleblower provisions of U.S. federal law or regulation.

Section 26. Actions Necessary to Preserve Rights under Collateral Documents. Notwithstanding the Delivery of Loan Files to the Document Custodian, the Company and each Subsidiary acknowledge that the Document Custodian shall have no obligation to (i) collect or enforce any Collateral Document, (ii) take action to preserve or maintain the obligations of any party obligated under any Collateral Document, (iii) take action to protect, preserve or safeguard

the rights of the Company or a Subsidiary against any Person under the Collateral Documents, or (iv) take action to obtain, preserve, safeguard, continue, perpetuate or enforce rights against any collateral which may secure repayment of any Collateral. The Company and each Subsidiary hereby expressly releases the Document Custodian from the obligation to take any such action.

Section 27. SUBMISSION TO JURISDICTION; WAIVERS. **** EACH OF THE COMPANY AND THE DOCUMENT CUSTODIAN HEREBY IRREVOCABLY AND UNCONDITIONALLY:

A.	SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR<br>RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF<br>NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
B.	CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW,<br>WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;<br>
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C.	AGREES THAT, WITH RESPECT TO THE COMPANY, SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED<br>BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 12 HEREIN OR AT SUCH OTHER ADDRESS OF WHICH EACH OTHER PARTY HERETO SHALL HAVE BEEN NOTIFIED<br>IN WRITING;
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D.	AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY<br>LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION; AND
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E.	WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL<br>PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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Section 28. Compliance with Applicable Law. **** (a) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering

(“Applicable Law”), the Document Custodian is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Document Custodian. Accordingly, the Company agrees to provide to the Document Custodian upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Document Custodian to comply with Applicable Law.

(b) The Company hereby 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 financialinstitutions 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, theDocument Custodian will ask for documentation to verify its formation and existence as a legal entity. The Document Custodian may also ask to see financial statements, licenses, identification and authorization documents from individuals claimingauthority to represent the entity or other relevant documentation.”

Section 29. ElectronicSignatures. By executing this Agreement, the Company hereby acknowledges and agrees, and directs the Document Custodian to acknowledge and agree and the Document Custodian does hereby acknowledge and agree, that execution of this Agreement, any Proper Instructions and any other notice, form or other document executed by the Company or the Document Custodian in connection with this Agreement, by electronic signatures (including, without limitation, any .pdf file, .jpeg file, or any other electronic or image file, or any “electronic signature” as defined under E-SIGN or ESRA, which includes any electronic signature provided using Adobe Sign, DocuSign, or any other similar platform identified by the Company and reasonably available at no undue burden or expense to the Document Custodian) shall be permitted hereunder notwithstanding anything to the contrary herein and such electronic signatures shall be legally binding as if such electronic signatures were handwritten signatures. Any electronically signed document delivered via electronic mail from a person purporting to be an Authorized Representative shall be considered signed or executed by such Authorized Representative on behalf of the Company. The Company also hereby acknowledges that the Document Custodian shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto.

[The remainder of this page has been intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date and year first above written.

BAIN CAPITAL SPECIALTY FINANCE, INC, as Company
By:	/s/ Jessica Yeager
Name: Jessica Yeager
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION, as Document Custodian
By:	/s/ Kenneth Brandt
Name: Kenneth Brandt
Title: Vice President

SCHEDULE I

Recommended Data File Criteria

[Intentionally Omitted]

EXHIBIT A

AUTHORIZED REPRESENTATIVES

Any of the following persons shall be an Authorized Representative (as this list may be subsequently modified by the Company from time to time by delivery of a replacement list to the Document Custodian):

See attached.

Exhibit A-1

EXHIBIT B

FORM OF REQUEST FOR RELEASE

See attached.

LOGO

U.S. Bank Global Corporate Trust<br> <br>1719<br>Otis Way<br> <br>Florence, South Carolina 29501	Attention: Document Custody Services<br><br><br>Receiving Unit<br> <br>Email: dcs@usbank.com<br><br><br>Fax: (651) 695-6100 or (651) 695-6101
RE:	Document Custody Agreement, dated as of [•], 2025 (the “Document Custody Agreement”) by and<br>among Bain Capital Specialty Finance, Inc. (the “Company”), each Subsidiary (as defined in the Document Custody Agreement) and U.S. Bank National Association, as document custodian (the “Document Custodian”)<br>
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Pursuant to Section 4 of the Document Custody Agreement, we request the release of the Loan 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
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3)	Collateral being Liquidated by Company
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4)	Other- Description Needed Below
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Company or Subsidiary:
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Authorized Representative:
Name (Printed):
Title (Printed):
Date:
Phone:
File Delivery Instructions – Address Needed
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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

Exhibit B-1

Exhibit C

(Form of Company Joinder Agreement)

COMPANY JOINDER AGREEMENT

Document Custody Agreement

dated as of [•], 2025

Reference is made to the Document Custody Agreement, dated as of [•], 2025 (the “Document Custody Agreement”) by and among Bain Capital Specialty Finance, Inc. and each entity that has executed a Company Joinder Agreement (each referred to as the “Company”) and U.S. Bank National Association, as document custodian (“Document Custodian”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Document Custody Agreement. This Company Joinder Agreement is being delivered to the Document Custodian by the undersigned pursuant to the Document Custody Agreement.

By executing and delivering this Company Joinder Agreement, the undersigned subsidiary of Bain Capital Specialty Finance, Inc. (the “Proposed Subsidiary”), as a proposed party to the Document Custody Agreement, confirms to and agrees with the Document Custodian that the Proposed Subsidiary, on and after the date hereof, hereby (i) becomes a party to the Document Custody Agreement as a “Company” and (ii) agrees to be bound by all of the terms and provisions of the Document Custody Agreement applicable to the Company. The Proposed Subsidiary agrees that by executing and delivering this Company Joinder Agreement, the Proposed Subsidiary will be deemed to have made and expressed the representations and warranties contained in the Document Custody Agreement and any other related documents which are made by the Company, in each case as of the date hereof.

The initial Authorized Persons of the Proposed Subsidiary are as set forth on Appendix 1 to this Company Joinder Agreement. Appendix 1 and any of the items included therein may be modified from time to time by written notice from the Company to the Document Custodian.

All notices, approvals and other communications hereunder shall be in writing and shall be sent by (i) certified or registered mail, postage prepaid, (ii) recognized courier or delivery service or (iii) facsimile, .pdf transmission or electronic mail (unless and except where and to the extent otherwise expressly provided by the terms of the Document Custody Agreement) 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):

(a) if to the Company, to Bain Capital Specialty Finance, Inc., 200 Clarendon Street, 37th Floor, Boston, MA 02116, Attention: Jessica Yeager, Telephone: (617) 516-2130, Email: j.yeager@baincapital.com, Reference: Bain Capital Credit Docs, Email: BainCapitalCreditDocs@baincapital.com; or

(b) if to the Document Custodian, to U.S. Bank National Association, Global Corporate Trust, 1719 Otis Way, Florence, South Carolina 29501, Email: steven.garrett@usbank.com, Attention: Steven Garrett.

This Company Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of laws principles thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Company Joinder Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

[ ], as the Proposed Subsidiary
By:
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION, as Document Custodian
By:
Name:
Title:

Appendix1

Name of Proposed Subsidiary	Custody Account
[•]	[•] Custody Account
NAME OF AUTHORIZED PERSON:	SPECIMEN SIGNATURE: