Exhibit 99.(j)(2)

THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of September 15, 2023 and is by and between YIELDSTREET PRISM FUND INC., a Maryland corporation (“Prism” and, together with its wholly-owned subsidiaries as context requires, the “Company”), and ESQUIRE BANK, NATIONAL ASSOCIATION (or any successor or permitted assign acting hereunder), a national banking association, as custodian (the “Custodian”).

RECITALS

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

WHEREAS, the Company desires to retain the Custodian to act as custodian for the Company; and

WHEREAS, the Company desires that its Assets (as defined below) be held and administered by the Custodian pursuant to this Agreement in compliance with Section 17(f) of the 1940 Act;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

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

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

“Assets” means cash acquired by the Company and delivered to the Custodian by or on behalf of the Company from time to time during the term of, and pursuant to the terms of, this Agreement

“Authorized Person” has the meaning set forth in Section 8.4(a).

“Business Day” means a day on which the Custodian is open for business.

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

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

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

“Custodial Account” means each segregated custodial account (or sub-account thereof) to be established by the Custodian on behalf of the Company, in which the Custodian shall hold those Assets, Proceeds received by it, and cash deposited from time to time from or with respect to Assets, as applicable, by or on behalf of the Company into a Bank Account and/or invested pursuant to Section 3.5.

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

“Proceeds” means the net cash proceeds to the Company of the offering by the Company of Shares.

“Proper Instructions” means instructions received by the Custodian, in form acceptable to it, reasonably believed by the Custodian to be from the Company or any Authorized Person by any of the following means:

“Standard of Care” has the meaning set forth in Section 10.1.

(a)            any reference to this Agreement or another agreement or instrument refers to such agreement or instrument as the same may be amended, modified or otherwise rewritten from time to time;

(b)            a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

( c)           any term defined in the singular form may be used in, and shall include, the plural with the same meaning, and vice versa;

(d)            a reference to a Person includes a reference to the Person’s executors, custodian, 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 themjointly and severally;

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

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

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

2.1            Appointment and Acceptance. The Company hereby appoints the Custodian as custodian of such Assets and cash (including Proceeds) owned by, or in possession of the Company, as the Company shall determine, and delivered to the Custodian, at any time during the period of this Agreement, all of which shall be held in a Custodial Account, on the terms and conditions set forth in this Agreement, and the Custodian hereby accepts such appointment and agrees to hold those Assets and cash (including Proceeds) owned by the Company delivered to the Custodian in a Custodial Account and to perform the services and duties set forth in this Agreement with respect to it subject to and in accordance with the provisions hereof.

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

2.3            Company Responsible For Directions. The Company is solely responsible for directing the Custodian with respect to deposits to, withdrawals from and transfers to or from a Custodial Account for the benefit of the Company. Without limiting the generality of the foregoing, the Custodian has no responsibility for 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 a Custodial Account, and the Custodian shall have no liability for the application of any funds made at the direction of the Company. The Company shall, or shall direct the appropriate Persons, to deposit funds into the Custodial Account designated for the benefit of the Company.

3 .1            Segregation. All Assets held by the Custodian in the Custodial Account shall be accounted for separately from and shall not be commingled with other Assets, securities or property in the custody of the Custodian or the Custodian’s own assets, and the records of the Custodian shall indicate at all times that such Assets are held for the benefit of the Company. The Custodian shall identify on its books and records the Assets held in the Custodial Account for the benefit of the Company.

3.2            Custodial Account. The Custodian shall establish and maintain one or more Custodial Accounts, in which the Custodian shall enter and carry those Assets that are delivered to the Custodian in accordance with this Agreement. The Custodian shall be authorized to open such additional accounts as may be necessary or convenient for administration of its duties hereunder.

3.3            Delivery of Assets to Custodian. From time-to-time, the Company shall deliver, or cause to be delivered, to the Custodian, for deposit into a Custodial Account, such Assets owned by the Company. The Custodian shall not be responsible for such Assets until actually delivered to, and received by the Custodian.

3.4            Release of Assets.

(a)            The Custodian shall release and deliver, Assets held by the Custodian in the Custodial Account from time to time upon receipt of Proper Instructions (which shall, among other things, specify the Assets to be released, with such delivery and other information as may be necessary to enable the Custodian to perform.

3.5            [Reserved]

3.6            Custodial Accounts and Management of Cash

(a)            At the written direction of the Company, the Custodian shall open and maintain separate Custodial Accounts for the benefit of the Company.

3.7            [Reserved]

3.8            [Reserved]

3.9            [Reserved]

3 .10         Payment of Moneys. Upon receipt of Proper Instructions, the Custodian shall pay out from a Custodial Account moneys held therein

3.11          Establishment of Segregated Account. Upon receipt of Proper Instructions, the Custodian shall establish and maintain on its books a segregated account or accounts for and on behalf of the Company, into which account or accounts may be transferred Assets, including cash maintained by the Custodian in a Custodial Account for the benefit of the Company:

(a)             in accordance with the provisions of any agreement among the Company, the Custodian and such other party regarding escrow or other arrangements in connection with transactions by the Company;

(b)            which constitute collateral for a borrowing by the Company;

(c)            which constitute collateral for a loan made by the Company;

(d)            for purposes of segregating cash in connection with securities options purchased or written by the Company or in connection with financial futures contracts ( or options thereon) purchased or sold by the Company;

(e)            for purposes of compliance by the Company with requirements under the 1940 Act for the maintenance of segregated accounts by registered investment companies in connection with reverse repurchase agreements and when-issued, delayed delivery and firm commitment transactions; and

(f)             for other proper custody purposes as determined by the Company, but only upon receipt of Proper Instructions.

Each segregated account established under this Section 3 .10 shall be established and maintained for the Company only and not for any other client of the Custodian. The Company, and not the Custodian, shall be responsible for determining whether such segregated account meets any applicable regulatory, contractual or other purpose for which the account was created.

3.12          [Reserved]

3 .13         [Reserved].

3 .14        Records. The Custodian shall create and maintain records that relate to the custody of the Assets held for the Company under this Agreement as may be required by Section 31 of the 1940 Act, and, if required to be maintained by Rule 31a-1 or Rule 31a-2 under the 1940 Act. Such records shall, upon fifteen (15) Business Days prior written request to the Custodian and at the Company’s expense, be open for inspection by duly authorized officers, employees or agents of the Company, on behalf of the Company and upon reasonable request and notice, by employees and agents of the SEC. To the extent that the Custodian, in its sole opinion, is able to do so, the Custodian shall provide assistance to the Company (at the Company’s reasonable request made from time to time) by providing sub-certifications regarding certain of its services performed hereunder to the Company in connection with the Company’s certification requirements pursuant to the Sarbanes-Oxley Act of 2002, as amended. All such records shall be the property of the Company and shall at all times during the regular business hours of the Custodian be open for inspection by a duly authorized officers, employees or agents of the Company (including its independent public accountants) and employees and agents of the SEC, upon reasonable request and at least fifteen (15) 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 the Assets held by the Custodian.

3.15          [Reserved)

The Custodian shall furnish the Company with a monthly activity statement and a summary of all transfers to or from each Custodial Account on the day following such transfers (as of the last day of the subject month). No later than the 3^rd Business Day of each of July, October, January and April, the Custodian shall provide the Company and such other Persons as the Company shall request in writing with quarterly statements of the Assets held in each Custodial Account as of the last Business Day of each of June, September, December and March, respectively.

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

8.2            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.

8.3            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.

8.4            Proper Instructions.

(a)             The Company will give notice to the Custodian, in form acceptable to the Custodian, specifying the names, electronic mail addresses and specimen signatures of persons authorized to give Proper Instructions ( collectively, “Authorized Persons” and each is an “Authorized Person”) which notice shall be signed by an Authorized Person previously certified to the Custodian . The Custodian shall be entitled to reasonably 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 I attached hereto and made a part hereof ( as such Schedule I may be modified from time to time by written notice from the Company to the Custodian).

(b)            The Custodian shall not have an obligation to act ( or forebear to act) in accordance with purported instructions to the extent that they conflict, as determined in the Custodian’s sole discretion, with applicable law or regulations, local market practice or the Custodian’s operating policies and practices. The Custodian shall not have an obligation to act ( or forebear to act) in accordance with oral instructions. The Custodian shall not be liable for any loss resulting from a delay while it obtains clarification of any Proper Instructions.

(c)             In no instance shall the Custodian be obligated to provide services pursuant to this Agreement on any day that is not a Business Day.

(d)           In the event any fund transfer instructions are given, the Custodian is authorized but not required to seek confirmation of such instructions by telephone call-back to any Authorized Person, and the Custodian may rely upon the confirmation of anyone purporting to be an Authorized Person so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Custodian.

8.5            [Reserved]

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

8.7            Receipt of Communications. Any communication received by the Custodian on a day which is not a Business Day or after 3:00 p.m. New York time (or such other time as is agreed by the Company and the Custodian from time to time in writing on a Business Day) will be deemed to have been received on the next Business Day.

9.1            Fees. The Custodian shall be entitled to compensation for its services m accordance with the terms set forth in Exhibit A.

9.2            Expenses. The Company agrees to pay or reimburse to the Custodian upon its request all costs, disbursements, and expenses (including reasonable fees and expenses of legal counsel) incurred, and any disbursements made in connection with the preparation or execution of this Agreement, or in connection with the transactions contemplated hereby or the administration of this Agreement or performance by the Custodian of its duties and services under this Agreement, from time to time (including the reasonable costs and expenses of any action deemed necessary by the Custodian to collect any amounts owing to it under this Agreement).

9.3            Indemnification. (a) The Company, to the fullest extent permitted by law, shall indemnify, defend, and hold harmless the Custodian and its affiliates, and each director, officer, employee, and agent of any of them, and their respective successors and assigns (each, including the Custodian in its individual capacity, an “Indemnitee,” and collectively, the “lndemnitees”), from and against any and all claims, demands, actions, causes of action, suits, proceedings, investigations, liabilities, losses, damages, judgments, settlements, taxes, deficiencies, costs and expenses (including, without limitation, court costs and attorneys’ fees and expenses and including costs of enforcement of the Company’s obligations hereunder) as and when imposed on, incurred (individually, a “Loss,” and collectively, “Losses”) asserted against or sustained or incurred by any Indemnitee as a result of, based upon, arising from, relating to, or in connection with this Agreement, the Custodian’s service or performance as custodian hereunder including, but not limited to, any and all damages, claims, liabilities, losses, costs and expenses, incurred by the Custodian as a result of its efforts in following directions and/or any action or inaction of the Custodian or of any other authorized parties, including third parties, regarding any custody account or other property or assets administered in connection with this Agreement, or any act or omission that the Custodian has or is alleged to have taken or omitted to take as custodian hereunder, in any case irrespective of the time when any such Loss or Losses is asserted, sustained or incurred or when the amount of such Loss or Losses is established. The foregoing indemnification shall survive any termination or assignment of this Agreement and any resignation or removal of the Custodian.

(b)            The Company shall not be obligated to indemnify an Indemnitee for a specific Loss to the extent such Loss resulted from an act or omission by such Indemnitee that constituted gross negligence, bad faith or willful misconduct of such Indemnitee if there is a final, non-appealable judgment by a court of competent jurisdiction that includes an explicit finding or determination that the Indemnitee is not entitled to be indemnified under this Agreement because such act or omission constituted gross negligence, bad faith or willful misconduct on the part of such Indemnitee. In the event of such a final judgment, the Company shall be entitled to assert a claim in a court of competent jurisdiction against any Indemnitee receiving payment with respect to a claim pursuant to this Section 9.3 to recover any payments theretofore made as indemnification for such specific Loss.

( c)           The Company shall provide to the Custodian such reasonable financial information regarding the Company as the Custodian may from time to time request.

9 .4            [Reserved]

10.1       The Custodian shall not be liable for any action taken or omitted, or for any loss or injury which results from its action or inaction, under any provision of this Agreement, in the absence of Custodian’s gross negligence, bad faith or willful misconduct as determined by a final order of a court of competent jurisdiction (“Standard of Care”).

11.1       General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities 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 (including fiduciary duties), obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian.

(b)          Neither the Custodian, nor its affiliates nor any of their directors, officers, employees or agents 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, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the Standard of Care. Subject to the Custodian’s conformance to the Standard of Care, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Company is in compliance with the 1940 Act, the regulations thereunder, or the Company’s investment objectives and policies then in effect.

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

(d)         The Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; or (ii) of counsel for the Company. The cost of such legal advice shall be reimbursed pursuant to Section 9.2 hereof.

(e)          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.

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

(g)         The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable for the actions or omissions of any such agent or attorney selected by the Custodian in conformity with the Standard of Care. The cost of such services shall be reimbursed pursuant to Section 9.2 hereof.

(h)         The Custodian shall have no duty or responsibility to monitor or enforce any of the Company’s investment parameters, policies, procedures, and restrictions, if any, and the Custodian shall have no liability for the performance of any investment and shall have no duty regarding the management of the Company’s investments except to follow the directions of the Company. All trades, purchases, sales and liquidations are made at the sole risk of the Company and the Custodian is not responsible or liable for any failure or delay in execution caused by the Company, any broker or clearing firm, any investment or investment sponsor, or any failure of any electronic or other method of communication.

(i)          The Custodian shall have no liability for or on account of any act or omission of a third party, except as a result of an act or omission by such Custodian that constituted gross negligence, bad faith or willful misconduct, for any loss occasioned by any third party selected by the Custodian whose services are rendered in connection with the operation of this Agreement in violation of the Standard of Care.

(j)          The Custodian shall have no liability for or on account of any act or omission of any broker, dealer or any agent engaged either by the Company or by the Custodian except as a result of an act or omission by such Custodian that constituted gross negligence, bad faith or willful misconduct, in connection with the purchase, sale, transfer, delivery or exchange of any property held hereunder or otherwise.

(k)         The Custodian is not a party to, is not bound by, and has no duty to inquire into any agreement other than this Agreement.

(1)          Subject to applicable law, the Custodian and any stockholder, director, officer or employee of the Custodian may buy, sell, and deal in any of the securities of the Company and become pecuniarily interested in any transaction in which the Company may be interested, and contract and lend money to the Company and otherwise act as fully and freely as though it were not the Custodian under this Agreement. Nothing herein shall preclude the Custodian from acting in any other capacity for the Company or for any other entity.

(m)         Notwithstanding anything contained herein to the contrary, the Custodian shall not be required to take any action in any jurisdiction not within the United States of America.

11.2       Instructions.

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

11.3       [Reserved]

11.4        [Reserved]

11.5        Force Majeure. Notwithstanding anything herein to the contrary, 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 (a) 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, epidemics/pandemics, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, national disasters of any kind, or other similar events or acts; (b) errors by the Company (including any Authorized Person) in its instructions to the Custodian; or ( c) changes in applicable law, regulation or orders.

11.6       Actual Collection Required. The Custodian shall not be liable for, or considered to be the custodian of, any cash belonging to the Company or any money represented by a check, draft or other instrument for the payment of money, until the Custodian actually receive such cash or collect on such instrument.

11.7       No Responsibility for Title, etc. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement.

11.8       Limitation on Duty to Collect. The Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable to the Company.

11.9       Reliance Upon Documents and Instructions. The Custodian shall be entitled to rely upon any certificate, notice or other instrument in writing received by it and reasonably believed by it to be genuine. The Custodian shall be entitled to rely upon any Proper Instructions actually received by it pursuant to this Agreement.

If the Custodian issues to the Company, security codes, passwords or test keys in order that it may verify that certain transmissions of information, including Proper Instructions, have been originated by the Company, the Company shall safeguard any security codes, passwords, test keys or other security devices which the Custodian shall make available, and shall be liable for any damages resulting from the failure to so safeguard or use by unauthorized Persons.

13.1       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 Assets or the Proceeds, by the tax law of the United States or any state or political subdivision thereof, or of countries other than the United States or any political subdivision thereof. The Custodian shall have no liability, and the Company shall indemnify the Custodian, for such obligations including but not limited to 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 Assets or Proceeds. The Company is solely responsible for preparing and filing all required income tax returns. The Custodian shall report to the Internal Revenue Service (the “IRS”), as of each calendar year-end, all income earned from the investment of any sum held by it pursuant to this Agreement, as and to the extent required under the provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Upon the written request of the Company, the Custodian will provide to the Company all information regarding the transactions executed under this Agreement that may reasonably be required for the preparation of the Company’s income tax returns. The Company is responsible for the payment of taxes and any and all professional fees incurred by the Company in the preparation of the Company’s tax return or arising from the operation of this Agreement.

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

14.1        Effective Date. This Agreement shall become effective as of the date first stated above. This Agreement shall continue in full force and effect until terminated as hereinafter provided. This Agreement may only be amended by mutual written agreement of the parties hereto. This Agreement may be terminated by the Custodian or the Company pursuant to Section 14.2.

14.2        Termination. This Agreement shall terminate upon the earliest of (a)  the effective date of termination specified in any written notice of termination given by either party to the other which effective date shall be not less than sixty (60) days from the date that such notice is given in accordance with Section 17, and (b) such other date of termination as may be mutually agreed upon by the parties in writing.

14.3       Resignation. The Custodian may at any time resign under this Agreement by giving not less than thirty (30) days advance written notice thereof to the Company.

14.4       Survival of Obligations. The provisions of this Section 14.4 and Section 9.4 (Security) and Section 18 (Choice of Law), and any other rights or obligations incurred or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this Agreement.

14.5       Successor. Prior to the effective date of termination of this Agreement, or the effective date of the resignation of the Custodian, as the case may be, the Company shall give Proper Instruction to the Custodian designating a successor Custodian, if applicable. If a successor custodian is not designated by the Company on or before the date of termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company of its own selection, which bank or trust company (i) is a “bank” as defined in the 1940 act, and (ii) has aggregate capital, surplus and undivided profits as shown on its most recent published report of not less than $25 million, all Assets and Proceeds held by custodian under this Agreement. Upon such deli very and transfer, such bank or trust company shall be the successor custodian under this Agreement and the Custodian shall be relieved of all obligations under this Agreement.

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

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

15.1       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;

(b)         it is in material compliance with all applicable laws and regulations, including but not limited to the 1940 Act and rules and regulations thereunder;

( c)           it has ensured that the terms of this Agreement are not inconsistent with the 1940 Act and rules and regulations thereunder;

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

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

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

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 21 of this Agreement).

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

(a)            if to the Company, to:

YieldStreet Prism Fund Inc. 300 Park Avenue
15th Floor 

New York, NY 10022 Attention: Ivor Wolk
Telephone No.: 646-595-0785

Email: iwolk@yieldstreet.com

(b)            if to the Custodian, to:

Esquire Bank, National Association

Attn: Sean Miller

100 Jericho Quadrangle Ste 105A 

Jericho NY, 11753 

Phone: 516.535.2002 

Fax: 516.535.5896

Email: Retailops@esqbank.com

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of Delaware (without regard to conflict of laws principles). The Custodian shall have the right to apply to any state or federal court located within the state of Delaware for the adjudication and resolution of any dispute arising out of or related to this Agreement, and all parties hereto hereby submit to the jurisdiction of such courts, and waive any objection to the laying of venue therein, whether based on inconvenience or otherwise, and consent to service of process in any such action by mail, overnight courier or other similar means, or any other means permitted under Delaware law.

19.1         Complete Agreement. This Agreement and the related fee letter described in Section 9.1 of this Agreement constitutes the complete and exclusive agreement of the parties with regard to the matters addressed herein and supersedes and terminates as of the date hereof, all prior agreements or understandings, oral or written between the parties to this Agreement relating to such matters.

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

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

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

20.2            Waiver. In no instance shall any delay or failure to act be deemed to be or effective as a waiver of any right, power or term hereunder, unless and except to the extent such waiver is set forth in an expressly written instrument signed by the party against whom it is to be charged.

21.1            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.

21.2            Merger and Consolidation. Notwithstanding the foregoing, any entity into which the Custodian may be merged or consolidated, any entity resulting from such merger or consolidation, or any entity to which the Custodian transfers all or substantially all of its business, that in any such case is a qualified custodian under the 1940 Act, 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 the parties hereto.

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.

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

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.

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

All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations, including any Personal Information, shall be treated as confidential. All confidential information provided under this Agreement by Disclosing Party shall be used, including authorized disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement or (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement. Notwithstanding the foregoing, the Receiving Party also may disclose confidential information (i) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (ii) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (iii) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.

SEC Rule 14b-2 requires custodians which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the custodian unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Company to indicate whether it authorizes the Custodian to provide the Company’s name, address, and share position to requesting companies whose securities the Company owns. If the Company tells the Custodian “no”, the Custodian will not provide this information to requesting companies. If the Company tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Company as consenting to disclosure of this information for all securities owned by the Company or any funds or accounts established by the Company. For the Company’s protection, SEC Rule 14b-2 prohibits the requesting company from using the Company’s name and address for any purpose other than corporate communications. Please indicate below whether the Company consents or objects by checking one of the alternatives below.

¨         (YES) The Custodian is authorized to release the Company’s name, address, and share positions.

x        (NO) The Custodian is not authorized to release the Company’s or Subsidiaries’ name, address, and share positions.

The Company is not ( or will not be) a person with whom the Custodian is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury of the United States of America (including, those persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, the Company hereby agrees to provide the Custodian with any additional information that the Custodian deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar activities. The following notification is provided to Fund pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318 (“Patriot Act”): 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 or entity that opens an account, including any deposit account, treasury management account, loan, other extension of credit, or other financial services product. What this means for depositors: When a depositor opens an account, if such depositor is an individual, a depository (including the Custodian) will ask for such depositor’s name, taxpayer identification number, residential address, date of birth, and other information that will allow the depository to identify such depositor, and, if such depositor is not an individual, depository will ask for such depositor’s name, taxpayer identification number, business address, and other information that will allow the depository to identify such depositor. The Custodian may also ask, if such depositor is an individual, to see depositor’s driver’s license or other identifying documents, and, if such depositor is not an individual, to see such depositor’s legal organizational documents or other identifying documents.

The Company has and retains primary responsibility for all compliance matters relating to the Company, including but not limited to compliance with the 1940 Act, the Internal Revenue Code of 1986, the Sarbanes-Oxley Act of 2002, the USA Patriot Act of 2001 and the policies and limitations of the Company relating to its portfolio investments as set forth in its prospectus and statement of additional information. The Custodian’s services hereunder shall not relieve the Company of its responsibilities for assuring such compliance or the Company’s board of director’s oversight responsibility with respect thereto.

Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

This Agreement is executed by Prism and the obligations hereunder are not binding upon any of the directors, officers or shareholders of the Company individually. Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of the Company under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, the Company and shall be payable solely from the available assets of the Company.

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed and delivered by a duly authorized officer, intending the same to take effect as of the date first written above.