a5833704ex10-6.htm


    Exhibit
10.6

     

    CUSTODY
AGREEMENT

    


    AGREEMENT,
dated as of November 18, 2008 between each entity listed on Exhibit A hereto,
each such entity having its principal office and place of business at 5251 DTC
Parkway, Suite 1000, Greenwood Village, CO 80111 (”Keating Capital”) and Steele
Street Bank & Trust, a Colorado corporation authorized to do a banking
business having its principal office and place of business at 55 Adams Street,
Denver, CO 80206 (“Custodian”).

    


    W
I T N E S S E T H:

     

    That for
and in consideration of the mutual promises hereinafter set forth Keating
Capital and Custodian agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    Whenever
used in this Agreement, the following words shall have the meanings set forth
below:

     

    1. “Authorized Person” shall be
any person, whether or not an officer or employee of Keating Capital, duly
authorized by Keating Capital’s board to execute any Certificate or to give any
Instruction with respect to one or more Accounts, such persons to be designated
in a Certificate annexed hereto as Schedule I hereto or such other Certificate
as may be received by Custodian from time to time.

     

    2. “Bank Affiliate” shall mean
any office, branch or subsidiary of Steele Street Bank & Trust

     

    3. “Book-Entry System” shall mean
the Federal Reserve/Treasury book-entry system for receiving and delivering
securities, its successors and nominees.

     

    4. “Business Day” shall mean any
day on which Custodian and relevant Depositories are open for
business.

     

    5. “Certificate” shall mean any
notice, instruction, or other instrument in writing, authorized or required by
this Agreement to be given to Custodian, which is actually received by Custodian
by letter or facsimile transmission and signed on behalf of Keating Capital by
an Authorized Person or a person reasonably believed by Custodian to be an
Authorized Person.

     

    6. “Certificated Security” shall
mean a promissory note or other debt obligation or a warrant or similar right to
purchase shares, each in physical form and from time to time contained in a Loan
Document File (as hereinafter defined) or otherwise delivered to Custodian
pursuant to this Agreement or held at a Subcustodian.

     

    7. “Composite Currency Unit”
shall mean the Euro or any other composite currency unit consisting of the
aggregate of specified amounts of specified currencies, as such unit may be
constituted from time to time.

     

    8. “Depository” shall include (a)
the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing
agency or securities depository registered with the Securities and Exchange
Commission identified to Keating Capital from time to time, and (d) the
respective successors and nominees of the foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9. “Foreign Depository” shall
mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible
Securities Depository as defined in Rule 17f-7 under the Investment Company Act
of 1940, as amended, identified to, and agreed upon by, Keating Capital from
time to time, and
(d) the respective successors and nominees of the foregoing.

     

    10. “Instructions” shall mean
communications actually received by Custodian by S.W.I.F.T., tested telex,
letter, facsimile transmission, or other method or system specified by Custodian
as available for use in connection with the services hereunder.

     

    11. “Loan Document File” shall
mean a hard copy file, which Keating Capital represents contains Loan Documents
(as hereinafter defined), delivered to and received by Custodian
hereunder.

     

    12. “Loan Documents” shall mean
all documents and instruments relating to any Loans (as hereinafter defined),
including, without limitation, loan or credit agreements, assignment and
acceptance agreements, promissory notes, deeds, mortgages and security
agreements contained in a Loan Document File.

     

    13. “Loans” shall mean loans or
loan commitments by Keating Capital to its customers.

     

    14. “Oral Instructions” shall mean
verbal instructions received by Custodian from an Authorized Person or from a
person reasonably believed by Custodian to be an Authorized Person.

     

    15. “Series” shall mean the
various portfolios, if any, of Keating Capital listed on Schedule II hereto, and
if none are listed references to Series shall be references to Keating
Capital.

     

    16. “Securities” shall mean any
common stock and other equity securities, bonds, debentures, promissory notes
and other debt securities and warrants or any instruments representing rights to
receive, purchase, or subscribe for the same, or representing any other rights
or interests therein whether constituting a Certificated Security or held in
book-entry form in a Depository or a Foreign Depository.

     

    17. “Subcustodian” shall mean a
bank (including any branch thereof) or other financial institution (other than a
Foreign Depository) located outside the U.S. which is utilized by Custodian in
connection with the purchase, sale or custody of Securities hereunder and
identified to, and agreed upon by, Keating Capital from time to time, and their
respective successors and nominees.

     

    18. “Uncertificated Securities”
shall mean any Securities which are not Certificated
Securities.

     

    ARTICLE
II

    APPOINTMENT
OF CUSTODIAN; ACCOUNTS;

    REPRESENTATIONS,
WARRANTIES, AND COVENANTS

     

    1.  (a)    
Keating Capital hereby appoints Custodian as custodian of all Securities, cash
and Loan Documents at any time delivered to Custodian during the term of this
Agreement.  Except as otherwise agreed, Certificated Securities shall
be held in registered form in Keating Capital’s name.  Custodian
hereby accepts such appointment and agrees to establish and maintain one or more
securities accounts and cash accounts for each Series in which Custodian will
hold Securities and cash and Loan Document Files as provided
herein.  Custodian shall maintain books and records segregating the
assets of Keating Capital from the assets of any other Custodian
clients.  Such accounts (each, an “Account”; collectively, the
“Accounts”) shall be in the name of Keating Capital.  All Loan
Document Files (and any Certificated Securities that may be contained therein)
shall be maintained and held by Custodian in its vaults or the vaults of a
Subcustodian.

     

    
      
        
        

      

      
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     (b)  The
Custodian is hereby authorized to sweep any funds which are otherwise uninvested
into a money market fund (“Money Fund”) designated by Keating Capital herein, or
as changed from time to time in writing. Keating Capital hereby designates the
Goldman Sachs Financial Square Treasury Instruments Fund as the Money Fund for
investment of otherwise uninvested cash until further notice is provided by
Keating Capital to the Custodian.

     

     (c)  Custodian
may from time to time establish on its books and records such sub-accounts
within each Account as Keating Capital and Custodian may agree upon (each a
“Special Account”), and Custodian shall reflect therein such assets as Keating
Capital may specify in a Certificate or Instructions.

     

     (d)  Custodian
may from time to time establish pursuant to a written agreement with and for the
benefit of a broker, dealer, future commission merchant or other third party
identified in a Certificate or Instructions such accounts on such terms and
conditions as Keating Capital and Custodian shall agree, and Custodian shall
transfer to such account such Securities and money as Keating Capital may
specify in a Certificate or Instructions.

     

    2.  Keating
Capital hereby represents and warrants, which representations and warranties
shall be continuing and shall be deemed to be reaffirmed upon each delivery of a
Certificate or each giving of Instructions by Keating Capital,
that:

     

     (a)  It is duly
organized and existing under the laws of the jurisdiction of its organization,
with full power to carry on its business as now conducted, to enter into this
Agreement, and to perform its obligations hereunder;

     

     (b)  This
Agreement has been duly authorized, executed and delivered by Keating Capital,
approved by a resolution of its board, constitutes a valid and legally binding
obligation of Keating Capital, enforceable in accordance with its terms, and
there is no statute, regulation, rule, order or judgment binding on it, and no
provision of its charter or by-laws, nor of any mortgage, indenture, credit
agreement or other contract binding on it or affecting its property, which would
prohibit its execution or performance of this Agreement;

     

     (c)  It will
not use the services provided by Custodian hereunder in any manner that is, or
will result in, a violation of any law, rule or regulation applicable to Keating
Capital;

     

     (d)  To the
extent applicable, its board or its foreign custody manager, as defined in Rule
17f-5 under the Investment Company Act of 1940, as amended (the “40 Act”), has
determined that use of each Subcustodian (including any Replacement Custodian)
which Custodian is authorized to utilize in accordance with Section 1(a) of
Article III hereof satisfies the applicable requirements of the 40 Act and Rule
17f-5 thereunder;

     

     (e)  To the
extent applicable, Keating Capital or its investment adviser has determined that
the custody arrangements of each Foreign Depository provide reasonable
safeguards against the custody risks associated with maintaining assets with
such Foreign Depository within the meaning of Rule 17f-7 under the 40
Act;

     

    
      
        
        

      

      
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     (f)  It is
fully informed of the protections and risks associated with various methods of
transmitting Instructions and delivering Certificates to Custodian, shall, and
shall cause each Authorized Person, to safeguard and treat with extreme care any
user and authorization codes, passwords and/or authentication keys, understands
that there may be more secure methods of transmitting or delivering the same
than the methods selected by it, agrees that the security procedures (if any) to
be followed in connection therewith provide a commercially reasonable degree of
protection in light of its particular needs and circumstances, and acknowledges
and agrees that Instructions need not be reviewed by Custodian, may conclusively
be presumed by Custodian to have been given by person(s) duly
authorized,  and may be acted upon as given;

     

     (g)  Its
transmission or giving of, and Custodian acting upon and in reliance on,
Certificates or Instructions pursuant to this Agreement shall at all times
comply with the 40 Act;

     

     (h)  It shall
impose and maintain restrictions on the destinations to which cash may be
disbursed by Instructions to ensure that each disbursement is for a proper
purpose;

     

     (i)  It has the
right to make the pledge and grant the security interest and security
entitlement to Custodian contained in Section 1 of Article V hereof, free of any
right of redemption or prior claim of any other person or entity, such pledge
and such grants shall have a first priority subject to no setoffs,
counterclaims, or other liens or grants prior to or on a parity therewith, and
it shall take such additional steps as Custodian may require to assure such
priority; and

     

     (j)  Each Loan
Document File delivered to Custodian hereunder shall contain all relevant Loan
Documents pertaining to the Loan to which it relates.

     

    ARTICLE
III

    CUSTODY
OF SECURITIES AND RELATED SERVICES

     

    1.  (a)     Subject
to the terms hereof, Keating Capital hereby authorizes Custodian to hold any
Securities received by it from time to time for Keating Capital’s
account.  Custodian shall be entitled to utilize, subject to
subsection (c) of this Section 1, Depositories, Subcustodians, and, subject to
subsection (d) of this Section 1, Foreign Depositories, to the extent possible
in connection with its performance hereunder.  Uncertificated
Securities and cash held in a Depository or Foreign Depository will be held
subject to the rules, terms and conditions of such entity.  Securities
and cash held through Subcustodians shall be held subject to the terms and
conditions of Custodian’s agreements with such
Subcustodians.  Subcustodians may be authorized to hold Uncertificated
Securities in Foreign Depositories in which such Subcustodians
participate.  Unless otherwise required by local law or practice or a
particular subcustodian agreement, Uncertificated Securities deposited with a
Subcustodian, a Depositary or a Foreign Depository will be held in a commingled
account, in the name of Custodian, holding only Securities held by Custodian as
custodian for its customers.  Custodian shall identify on its books
and records the Securities and cash belonging to Keating Capital, whether held
directly or indirectly through Depositories, Foreign Depositories, or
Subcustodians.  Custodian shall, directly or indirectly through
Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent
feasible, to hold Securities in the country or other jurisdiction in which the
principal trading market for such Securities is located, where such Securities
are to be presented for cancellation and/or payment and/or registration, or
where such Securities are acquired.  Custodian at any time may cease
utilizing any Subcustodian and/or may replace a Subcustodian with a different
Subcustodian (the “Replacement Subcustodian”).  In the event Custodian
selects a Replacement Subcustodian, Custodian shall not utilize such Replacement
Subcustodian until after Keating Capital’s board or foreign custody manager has
determined that utilization of such Replacement Subcustodian satisfies the
requirements of the 40 Act and Rule 17f-5 thereunder.

     

    
      
        
        

      

      
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     (b)  Unless
Custodian has received a Certificate or Instructions to the contrary, Custodian
shall hold Securities indirectly through a Subcustodian only if (i) the
Securities are not subject to any right, charge, security interest, lien or
claim of any kind in favor of such Subcustodian or its creditors or operators,
including a receiver or trustee in bankruptcy or similar authority, except for a
claim of payment for the safe custody or administration of Securities on behalf
of Keating Capital by such Subcustodian, and (ii) beneficial ownership of the
Securities is freely transferable without the payment of money or value other
than for safe custody or administration.

     

     (c)  With
respect to each Depository, Custodian (i) shall exercise due care in accordance
with reasonable commercial standards in discharging its duties as a securities
intermediary to obtain and thereafter maintain Uncertificated Securities or
financial assets deposited or held in such Depository, and (ii) will provide,
promptly upon request by Keating Capital, such reports as are available
concerning the internal accounting controls and financial strength of
Custodian.

     

     (d)  With
respect to each Foreign Depository, Keating Capital acknowledges and understand
there are inherit risks and Custodian shall cooperate with Keating Capital to
monitoring such risks. , Keating Capital acknowledges and agrees that such
analysis and monitoring shall be made on the basis of, and limited by,
information gathered from Subcustodians or through publicly available
information otherwise obtained by Custodian, and shall not include any
evaluation of Country Risks.  As used herein the term “Country Risks”
shall mean with respect to any Foreign Depository:  (a) the financial
infrastructure of the country in which it is organized, (b) such country’s
prevailing custody and settlement practices, (c) nationalization, expropriation
or other governmental actions, (d) such country’s regulation of the banking or
securities industry, (e) currency controls, restrictions, devaluations or
fluctuations, and (f) market conditions which affect the order execution of
securities transactions or affect the value of securities.

     

    2.  Custodian
shall furnish Keating Capital, if requested, with an advice of daily
transactions (including a confirmation of each transfer of Securities) and shall
always furnish Keating Capital  with a monthly summary of all
transfers to or from the Accounts.

     

    3.  With
respect to all Uncertificated Securities held hereunder, Custodian shall, unless
otherwise instructed to the contrary:

     

    (a)  Receive
all income and other payments and advise Keating Capital as promptly as
practicable of any such amounts due but not paid;

     

    (b)  Present
for payment and receive the amount paid upon all Uncertificated Securities which
may mature and advise Keating Capital as promptly as practicable of any such
amounts due but not paid;

     

    (c)  Forward to
Keating Capital copies of all information or documents that it may actually
receive from an issuer of Uncertificated Securities which, in the reasonable
opinion of Custodian, are intended for the beneficial owner of Uncertificated
Securities;

     

    (d)  Execute,
as custodian, any certificates of ownership, affidavits, declarations or other
certificates under any tax laws now or hereafter in effect in connection with
the collection of bond and note coupons;

     

    
      
        
        

      

      
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    (e)  Hold
directly or through a Depository, a Foreign Depository, or a Subcustodian all
rights and similar Securities issued with respect to any Securities credited to
an Account hereunder; and

     

    (f)  Endorse
for collection checks, drafts or other negotiable instruments.

     

    (g) (i)      
Custodian shall notify Keating Capital of rights or discretionary actions with
respect to Uncertificated Securities held hereunder, and of the date or dates by
when such rights must be exercised or such action must be taken, provided that
Custodian has actually received, from the issuer or the relevant Depository
(with respect to Uncertificated Securities issued in the United States) or from
the relevant Subcustodian, Foreign Depository, or a nationally or
internationally recognized bond or corporate action service to which Custodian
subscribes, timely notice of such rights or discretionary corporate action or of
the date or dates such rights must be exercised or such action must be
taken.  Absent actual receipt of such notice, Custodian shall have no
liability for failing to so notify Keating Capital.

     

     (ii)     
Whenever Uncertificated Securities (including, but not limited to, warrants,
options, tenders, options to tender or non-mandatory puts or calls) confer
discretionary rights on Keating Capital or provide for discretionary action or
alternative courses of action by Keating Capital, Keating Capital shall be
responsible for making any decisions relating thereto and for directing
Custodian to act.  In order for Custodian to act, it must receive
Keating Capital’s Certificate or Instructions at Custodian’s offices, addressed
as Custodian may from time to time request, not later than noon (New York time)
at least two (2) Business Days prior to the last scheduled date to act with
respect to such Uncertificated Securities (or such earlier date or time as
Custodian may specify to Keating Capital).  Absent Custodian’s timely
receipt of such Certificate or Instructions, Custodian shall not be liable for
failure to take any action relating to or to exercise any rights conferred by
such Uncertificated Securities.

     

    (h)  All voting
rights with respect to Uncertificated Securities, however registered, shall be
exercised by Keating Capital or its designee.  Custodian will make
available to Keating Capital proxy voting services upon the request of, and for
the jurisdictions selected by, Keating Capital in accordance with terms and
conditions to be mutually agreed upon by Custodian and Keating
Capital.

     

    (i)  Custodian
shall promptly advise Keating Capital upon Custodian’s actual receipt of
notification of the partial redemption, partial payment or other action
affecting less than all Uncertificated Securities of the relevant
class.  If Custodian, any Subcustodian, any Depository, or any Foreign
Depository holds any Uncertificated Securities in which Keating Capital has an
interest as part of a fungible mass, Custodian, such Subcustodian, Depository,
or Foreign Depository may select the Uncertificated Securities to participate in
such partial redemption, partial payment or other action in any
non-discriminatory manner that it customarily uses to make such
selection.

     

    4.  With
respect to all Certificated Securities held hereunder, Keating Capital shall,
unless otherwise agreed in writing to the contrary:

     

    (a)  Cause the
issuer of any Certificated Security to deposit with Custodian (by means of a
check or draft payable to Custodian or its nominee or by wire transfer) all
income and other payments or distributions on or with respect to such
Certificated Security and advise Custodian in a Certificate of the amount to be
received and if such amount relates to a particular Loan Document File, the
identity of such Loan Document File;

     

    (b)  Direct
Custodian in a detailed Certificate to present for payment on the date and at
the address specified therein the Certificated Securities specified therein
whether at maturity or for redemption, and to hold hereunder such amounts paid
on or with respect to such particular Certificated Securities as Custodian may
receive;

     

    
      
        
        

      

      
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    (c)  Obtain and
execute any certificates of ownership, affidavits, declarations or other
certificates under any tax laws now or hereafter in effect in connection with
the collection of bond and note coupons;

     

    (d)  Cause the
issuer to deposit with Custodian to be held hereunder such additional
Certificated Securities or rights as may be issued with respect to any
Certificated Securities credited to an Account hereunder and advise Custodian in
a detailed Certificate, if the Certificated Securities are to be held in a
particular Loan Document File;

     

    (e)  Be solely
responsible for the exercise of rights or discretionary actions with respect to
Certificated Securities held hereunder; and

     

    (f)  Exercise
all voting rights with respect to Certificated Securities.

     

    5.  Custodian
shall have no duty or obligation to notify Keating Capital of any rights or
discretionary corporate action relating to a Certificated Security nor shall
Custodian have any responsibility or liability in connection with the exercise
of such rights or discretionary actions. Custodian shall have no duty or
obligation to notify Keating Capital of any proxy solicitation with respect to a
Certificated Security nor shall Custodian have any responsibility or liability
relating to such proxy voting.

     

    6.  Custodian
shall not under any circumstances accept bearer interest coupons which have been
stripped from United States federal, state or local government or agency
securities unless explicitly agreed to by Custodian in writing.

     

    7.  Keating
Capital shall be liable for all taxes, assessments, duties and other
governmental charges, including any interest or penalty with respect thereto
(“Taxes”), with respect to any cash, Securities or Loan Document Files held on
behalf of Keating Capital or any transaction related thereto.  Keating
Capital shall indemnify Custodian and each Subcustodian for the amount of any
Tax that Custodian, any such Subcustodian or any other withholding agent is
required under applicable laws (whether by assessment or otherwise) to pay on
behalf of, or in respect of income earned by or payments or distributions made
to or for the account of Keating Capital (including any payment of Tax required
by reason of an earlier failure to withhold).  Custodian shall, or
shall instruct the applicable Subcustodian or other withholding agent to,
withhold the amount of any Tax which is required to be withheld under applicable
law upon collection of any dividend, interest or other distribution made with
respect to any Uncertificated Security and any proceeds or income from the sale,
loan or other transfer of any Uncertificated Security.  In the event
that Custodian or any Subcustodian is required under applicable law to pay any
Tax on behalf of Keating Capital, Custodian is hereby authorized to withdraw
cash from any cash account in the amount required to pay such Tax and to use
such cash, or to remit such cash to the appropriate Subcustodian or other
withholding agent, for the timely payment of such Tax in the manner required by
applicable law.  If the aggregate amount of cash in all cash accounts
is not sufficient to pay such Tax, Custodian shall promptly notify Keating
Capital of the additional amount of cash (in the appropriate currency) required,
and Keating Capital shall directly deposit such additional amount in the
appropriate cash account promptly after receipt of such notice, for use by
Custodian as specified herein.  In the event that Keating Capital
notifies Custodian that it reasonably believes that Keating Capital is eligible,
pursuant to applicable law or to the provisions of any tax treaty, for a reduced
rate of, or exemption from, any Tax which is otherwise required to be withheld
or paid on behalf of Keating Capital under any applicable law, Custodian shall,
or shall instruct the applicable Subcustodian or withholding agent to, either
withhold or pay such Tax at such reduced rate or refrain from withholding or
paying such Tax, as appropriate; provided that
Custodian shall have received from Keating Capital all documentary evidence of
residence or other qualification for such reduced rate or exemption required to
be received under such applicable law or treaty.  In the event that
Keating Capital notifies Custodian that it reasonably believes that a reduced
rate of, or exemption from, any Tax is obtainable only by means of an
application for refund, Custodian and the applicable Subcustodian shall have no
responsibility for the accuracy or validity of any forms or documentation
provided by Keating Capital to Custodian hereunder.  Keating Capital
hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in
respect of any liability arising from any underwithholding or underpayment of
any Tax which results from the inaccuracy or invalidity of any such forms or
other documentation, and such obligation to indemnify shall be a continuing
obligation of Keating Capital, its successors and assigns notwithstanding the
termination of this Agreement.

     

    
      
        
        

      

      
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    8.  (a)    
For the purpose of settling Securities transactions, transactions relating to
Loan Document Files and foreign exchange transactions, Keating Capital shall
provide Custodian with sufficient immediately available funds for all
transactions by such time and date as conditions in the relevant market dictate.
As used herein, “sufficient immediately available funds” shall mean either (i)
sufficient cash denominated in U.S. dollars to purchase the necessary foreign
currency, or (ii) sufficient applicable foreign currency, to settle the
transaction.  Custodian shall provide Keating Capital with immediately
available funds each day which result from the actual settlement of all sale
transactions, based upon advices received by Custodian from Subcustodians,
Depositories, and Foreign Depositories.  Such funds shall be in U.S.
dollars.

     

     (b)  Any
foreign exchange transaction effected by Custodian in connection with this
Agreement may be entered with Custodian or a Bank Affiliate acting as principal
or otherwise through customary banking channels.  Keating Capital may
issue a standing Certificate or Instructions with respect to foreign exchange
transactions, but Custodian may establish rules or limitations concerning any
foreign exchange facility made available to Keating Capital.  Keating
Capital shall bear all risks of investing in Securities or holding cash
denominated in a foreign currency.

     

     (c)  To the
extent that Custodian has agreed to provide pricing or other information
services for Securities hereunder (other than Certificated Securities contained
in a Loan Document File), Custodian is authorized to utilize any vendor
designated by Keating Capital (including brokers and dealers of Securities) to
provide such information. Keating Capital understands that certain pricing
information with respect to complex financial instruments (e.g., derivatives)
may be based on calculated amounts rather than actual market transactions and
may not reflect actual market values, and that the variance between such
calculated amounts and actual market values may or may not be material. Where
vendors do not provide information for particular Securities or other property,
an Authorized Person may advise Custodian in a Certificate regarding the fair
market value of, or provide other information with respect to, such Securities
or property as determined by it in good faith.

     

    9.  Except as
otherwise provided by law, no person (other than an officer or employee of
Custodian or a Subcustodian) shall be authorized or permitted to have access to
the Securities, Loan Document Files and Loan Documents held in custody
hereunder, except pursuant to a resolution of Keating Capital’s board of
directors.  Each such resolution shall designate not more than five
persons who shall be either officers or employees of Keating Capital and shall
provide that access to such Securities, Loan Document Files and Loan Documents
shall be limited to two or more such persons jointly, at least one of whom shall
be an officer of Keating Capital; except that access to such Securities, Loan
Document Files and Loan Documents shall be permitted to Keating Capital’s
independent public accountants jointly with any two persons so designated or
with an officer or employee of Custodian.  Loan Documents, Loan
Document Files and Certificated Securities may be withdrawn from custody
hereunder pursuant to such authority granted by Keating Capital’s board of
directors in connection with the sale, exchange, redemption, maturity or
conversion, the exercise of warrants or rights, assents to changes in terms of a
Loan or a Certificated Security or other transaction necessary or appropriate in
the ordinary course of business relating to the management of Loans and
Certificated Securities.

     

    
      
        
        

      

      
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    10.  Until such
time as Custodian receives a Certificate to the contrary with respect to a
particular Uncertificated Security, Custodian may release the identity of
Keating Capital to an issuer which requests such information pursuant to the
Shareholder Communications Act of 1985 for the specific purpose of direct
communications between such issuer and shareholder.

     

    ARTICLE
IV

    PURCHASE
AND SALE OF SECURITIES;

    CREDITS
TO ACCOUNT

     

    1.  Promptly
after each purchase or sale of Securities by Keating Capital, Keating Capital
shall deliver to Custodian a Certificate or Instructions, or with respect to a
purchase or sale of a Security generally required to be settled on the same day
the purchase or sale is made, Instructions specifying all information Custodian
may reasonably request to settle such purchase or sale.  Custodian
shall account for all purchases and sales of Securities on the actual settlement
date unless otherwise agreed by Custodian.

     

    2.  Keating
Capital understands that when Custodian is instructed to deliver Securities
against payment, delivery of such Securities and receipt of payment therefor may
not be completed simultaneously.  Notwithstanding any provision in
this Agreement to the contrary, settlements, payments and deliveries of
Securities may be effected by Custodian or any Subcustodian in accordance with
the customary or established securities trading or securities processing
practices and procedures in the jurisdiction in which the transaction occurs,
including, without limitation, delivery to a purchaser or dealer therefor (or
agent) against receipt with the expectation of receiving later payment for such
Securities.  Keating Capital assumes full responsibility for all
risks, including, without limitation, credit risks, involved in connection with
such deliveries of Securities.

     

    3.  Custodian
may, as a matter of bookkeeping convenience or by separate agreement with
Keating Capital, credit the Account with the proceeds from the sale, redemption
or other disposition of Securities or interest, dividends or other distributions
payable on Securities prior to its actual receipt of final payment
therefor.  All such credits shall be conditional until Custodian’s
actual receipt of final payment and may be reversed by Custodian to the extent
that final payment is not received.  Payment with respect to a
transaction will not be “final” until Custodian shall have received immediately
available funds which under applicable local law, rule and/or practice are
irreversible and not subject to any security interest, levy or other
encumbrance, and which are specifically applicable to such
transaction.

     

    ARTICLE
V

    CUSTODY
OF LOAN DOCUMENT FILES AND RELATED SERVICES

     

    1.  Keating
Capital shall be solely responsible for the servicing of all
Loans.  Keating Capital shall cause all payments by or on behalf of
borrowers under the Loans to be remitted to Custodian for credit to the
Account.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    2.  Keating
Capital shall be solely responsible for maintaining all records of account
activity relating to each Loan, including without limitation, all amortization
schedules, records of transfer, pay-off, assignment, participation, sale,
modification, termination or other changes in the Loans.

     

    3.  Keating
Capital shall, upon origination, modification or other change in any Loan,
promptly deliver or cause to be delivered to Custodian all relevant Loan
Documents.  It is understood and agreed that Custodian will accept any
file purporting to be a Loan Document File for custody hereunder “as is” and
without any examination.  Custodian shall have no duty or
responsibility to review any Loan Document File, to determine the contents
thereof or to review or inspect any Loan Document and shall rely, without
independent verification, on information provided by Keating Capital regarding
the Loan Document Files. Under no circumstances will Custodian be required to
issue a trust receipt (or similar instrument) with respect to the Loan Document
Files or their contents.  Account statements will only reflect an
inventory of the Loan Document Files that Custodian holds in custody hereunder
without any representation as to the contents thereof.

     

    4.  Keating
Capital shall be solely responsible for the settlement of each purchase or sale
of Loans.  Subject to Section 5 below, Keating Capital shall deliver
to Custodian a Certificate specifying all Loan Document Files to be received or
released in connection with such purchase or sale and any other relevant
information concerning the custody of the Loan Document Files relating to the
affected Loans.  Keating Capital assumes full responsibility for all
credit risks associated with any such sale or purchase or any loss, damage or
destruction of any Loan Documents or Loan Document Files in
transit.

     

    5.  No
director, officer, employee or agent of Keating Capital shall have physical
access to the Loan Document Files or be authorized or permitted to withdraw any
Loan Documents nor shall Custodian deliver any Loan Documents to any such
person, unless such access or withdrawal has been duly authorized pursuant to
Section 9 of Article III hereof.

     

    ARTICLE
VI

    OVERDRAFTS
OR INDEBTEDNESS

     

    1.  If
Custodian should in its sole discretion advance funds on behalf of any Series
which results in an overdraft (including, without limitation, any day-light
overdraft) because the money held by Custodian in an Account for such Series
shall be insufficient to pay the total amount payable upon a purchase of
Securities or Loans specifically allocated to such Series, as set forth in a
Certificate, Instructions, or if an overdraft arises in the separate account of
a Series for some other reason, including, without limitation, because of a
reversal of a conditional credit or the purchase of any currency, or if Keating
Capital is for any other reason indebted to Custodian with respect to a Series,
including any indebtedness to Bank Affiliates under Keating Capital’s Cash
Management and Related Services Agreement (except a borrowing for investment or
for temporary or emergency purposes using Securities as collateral pursuant to a
separate agreement and subject to the provisions of Section 2 of this Article),
such overdraft or indebtedness shall be deemed to be a loan made by Custodian to
Keating Capital for such Series payable on demand and shall bear interest from
the date incurred at a rate per annum ordinarily charged by Custodian to its
institutional customers, as such rate may be adjusted from time to time. 
In any event, Custodian shall immediately notify Keating Capital of such
overdraft, along with the rate of interest to be charged, and shall not cause
any interest to be accrued until such notice is actually received by Keating
Capital.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VII

    SALE
AND REDEMPTION OF SHARES

     

    1.  Whenever
Keating Capital shall sell any shares issued by Keating Capital (“Shares”) it
shall deliver to Custodian a Certificate or Instructions specifying the amount
of money and/or Securities to be received by Custodian for the sale of such
Shares and specifically allocated to an Account for such Series.

     

    2.  Upon
receipt of such money, Custodian shall credit such money to an Account in the
name of the Series for which such money was received.

     

    3.  Except as
provided hereinafter, whenever Keating Capital desires Custodian to make payment
out of the money held by Custodian hereunder in connection with a redemption of
any Shares, it shall furnish to Custodian a Certificate or Instructions
specifying the total amount to be paid for such Shares.  Custodian
shall make payment of such total amount to the transfer agent specified in such
Certificate or Instructions out of the money held in an Account of the
appropriate Series.

     

    ARTICLE
VIII

    PAYMENT
OF DIVIDENDS OR DISTRIBUTIONS

     

    1.  Whenever
Keating Capital shall determine to pay a dividend or distribution on Shares it
shall furnish to Custodian Instructions or a Certificate setting forth with
respect to the Series specified therein the date of the declaration of such
dividend or distribution, the total amount payable, and the payment
date.

     

    2.  Upon the
payment date specified in such Instructions or Certificate, Custodian shall pay
out of the money held for the account of such Series the total amount payable to
the dividend agent of Keating Capital specified therein.

     

    ARTICLE
IX

    CONCERNING
CUSTODIAN

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    1.  (a)    
Except as otherwise expressly provided herein, Custodian shall not be liable for
any costs, expenses, damages, liabilities or claims, including attorneys’ and
accountants’ fees (collectively, “Losses”), incurred by or asserted against
Keating Capital, except those Losses arising out of Custodian’s own negligence
or willful misconduct.  Custodian shall have no liability whatsoever
for the action or inaction of any Depositories or of any Foreign Depositories,
except in each case to the extent such action or inaction is a direct result of
the Custodian’s failure to fulfill its duties hereunder.  With respect
to any Losses incurred by Keating Capital as a result of the acts or any
failures to act by any Subcustodian (other than a Bank Affiliate), Custodian
shall take appropriate action to recover such Losses from such Subcustodian; and
Custodian’s sole responsibility and liability to Keating Capital shall be
limited to amounts so received from such Subcustodian (exclusive of costs and
expenses incurred by Custodian).  In no event shall Custodian be
liable to Keating Capital or any third party for special, indirect or
consequential damages, or lost profits or loss of business, arising in
connection with this Agreement, nor shall Custodian or any Subcustodian be
liable:  (i) for acting in
accordance with any Certificate or Instructions actually received by Custodian
and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in
accordance with Instructions without reviewing the same; (iii) for conclusively
presuming that all Instructions are given only by person(s) duly authorized;
(iv) for
conclusively presuming that all disbursements of cash directed by Keating
Capital, whether by a Certificate or an Instruction, are in accordance with
Section 2(i) of Article II hereof; (v) for holding
property in any particular country, including, but not limited to, Losses
resulting from nationalization, expropriation or other governmental actions;
regulation of the banking or securities industry; exchange or currency controls
or restrictions, devaluations or fluctuations; availability of cash or
Securities or market conditions which prevent the transfer of property or
execution of Securities transactions or affect the value of property; (vi) for any Losses
due to forces beyond the control of Custodian, including without limitation
strikes, work stoppages, acts of war or terrorism, insurrection, revolution,
nuclear or natural catastrophes or acts of God, or interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware)
services; (vii) for the insolvency of any Subcustodian (other than a Bank
Affiliate), any Depository, or, except to the extent such action or inaction is
a direct result of the Custodian’s failure to fulfill its duties hereunder, any
Foreign Depository; or (viii) for the
contents of or deficiency in any Loan Document File, or (ix) for any Losses
arising from the applicability of any law or regulation now or hereafter in
effect, or from the occurrence of any event, including, without limitation,
implementation or adoption of any rules or procedures of a Foreign Depository,
which may affect, limit, prevent or impose costs or burdens on, the
transferability, convertibility, or availability of any currency or Composite
Currency Unit in any country or on the transfer of any Securities, and in no
event shall Custodian be obligated to substitute another currency for a currency
(including a currency that is a component of a Composite Currency Unit) whose
transferability, convertibility or availability has been affected, limited, or
prevented by such law, regulation or event, and to the extent that any such law,
regulation or event imposes a cost or charge upon Custodian in relation to the
transferability, convertibility, or availability of any cash currency or
Composite Currency Unit, such cost or charge shall be for the account of Keating
Capital, and Custodian may treat any account denominated in an affected currency
as a group of separate accounts denominated in the relevant component
currencies.

     

    (b)  Custodian
may enter into subcontracts, agreements and understandings with any Bank
Affiliate, whenever and on such terms and conditions as it deems necessary or
appropriate to perform its services hereunder.  No such subcontract,
agreement or understanding shall discharge Custodian from its obligations
hereunder.

     

    (c)  Keating
Capital agrees to indemnify Custodian and hold Custodian harmless from and
against any and all Losses sustained or incurred by or asserted against
Custodian by reason of or as a result of any action or inaction, or arising out
of Custodian’s performance hereunder, including reasonable fees and expenses of
counsel incurred by Custodian in a successful defense of claims by Keating
Capital, and any claims by a purchaser or transferee of any Loan Document File;
provided however, that Keating Capital shall not indemnify Custodian for those
Losses arising out of Custodian’s own negligence or willful
misconduct.  This indemnity shall be a continuing obligation of
Keating Capital, its successors and assigns, notwithstanding the termination of
this Agreement.

     

    2.  Without
limiting the generality of the foregoing, Custodian shall be under no obligation
to inquire into, and shall not be liable for:

     

    (a)  Any Losses
incurred by Keating Capital or any other person as a result of the receipt or
acceptance of fraudulent, forged or invalid Securities, or Securities which are
otherwise not freely transferable or deliverable without encumbrance in any
relevant market;

     

    (b)  The
validity of the issue of any Securities purchased, sold, or written by or for
Keating Capital, the legality of the purchase, sale or writing thereof, or the
propriety of the amount paid or received therefor;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (c)  The
legality of the sale or redemption of any Shares, or the propriety of the amount
to be received or paid therefor;

     

    (d)  The
legality of the declaration or payment of any dividend or distribution by
Keating Capital;

     

    (e)  The
legality of any borrowing by Keating Capital;

     

    (f)  The
legality of any loan of portfolio Securities, nor shall Custodian be under any
duty or obligation to see to it that any cash or collateral delivered to it by a
broker, dealer or financial institution or held by it at any time as a result of
such loan of portfolio Securities is adequate security for Keating Capital
against any loss it might sustain as a result of such loan, which duty or
obligation shall be the sole responsibility of Keating Capital.  In
addition, Custodian shall be under no duty or obligation to see that any broker,
dealer or financial institution to which portfolio Securities of Keating Capital
are lent makes payment to it of any dividends or interest which are payable to
or for the account of Keating Capital during the period of such loan or at the
termination of such loan;

     

    (g)  The
sufficiency or value of any amounts of money and/or Securities held in any
Special Account in connection with transactions by Keating Capital; whether any
broker, dealer, futures commission merchant or clearing member makes payment to
Keating Capital of any variation margin payment or similar payment which Keating
Capital may be entitled to receive from such broker, dealer, futures commission
merchant or clearing member, or whether any payment received by Custodian from
any broker, dealer, futures commission merchant or clearing member is the amount
Keating Capital is entitled to receive, or to notify Keating Capital of
Custodian’s receipt or non-receipt of any such payment; or

     

    (h)  Whether
any Securities at any time delivered to, or held by it or by any Subcustodian,
for the account of Keating Capital and specifically allocated to a Series are
such as properly may be held by Keating Capital or such Series under the
provisions of its then current prospectus and statement of additional
information, or to ascertain whether any transactions by Keating Capital,
whether or not involving Custodian, are such transactions as may properly be
engaged in by Keating Capital.

     

    3.  Custodian
shall be under no obligation to take action to collect any amount payable on
Securities in default, or if payment is refused after due demand and
presentment.

     

    4.  Custodian
shall have no duty or responsibility to inquire into, make recommendations,
supervise, or determine the suitability of any transactions affecting any
Account.

     

    5.  Keating
Capital shall pay to Custodian the fees and charges as may be specifically
agreed upon from time to time and such other fees and charges at Custodian’s
standard rates for such services as may be applicable.  Keating
Capital shall reimburse Custodian for all costs associated with the conversion
of Keating Capital’s Securities hereunder and the transfer of Securities and
records kept in connection with this Agreement.  Keating Capital shall
also reimburse Custodian for out-of-pocket expenses which are a normal incident
of the services provided hereunder.

     

    (a)    
As compensation for the Custodian’s services hereunder Keating Capital agrees to
pay an annual fee according to the attached schedule with an annual minimum of
$1,000.00. The Custodian is authorized to collect such fee by withdrawing the
pro-rata portion of the annual amount from the custody account monthly and to
reflect the payment on the statement for the custody account. Such fees are
subject to change upon thirty days prior written notice provided to
Fund.  Additionally, Keating Capital hereby acknowledges that
Custodian will receive from the Money Fund sponsor a fee of .25 of 1% of the
market value of amounts held in the Money Fund, calculated on the daily balances
in the Money Fund.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    6.  Custodian
has the right to debit any cash account for any amount payable by Keating
Capital in connection with any and all obligations of Keating Capital to
Custodian.  In addition to the rights of Custodian under applicable
law and other agreements, at any time when Keating Capital shall not have
honored any of its obligations to Custodian, Custodian shall have the right,
upon prior notice to Keating Capital, to retain or set-off, against such
obligations of Keating Capital, any Securities or cash Custodian or a Bank
Affiliate may directly or indirectly hold for the account of Keating Capital,
and any obligations (whether matured or unmatured) that Custodian or a Bank
Affiliate may have to Keating Capital in any currency or Composite Currency
Unit.  Any such asset of, or obligation to, Keating Capital may be
transferred to Custodian and any Bank Affiliate in order to effect the above
rights.

     

    7.  Keating
Capital agrees to forward to Custodian a Certificate or Instructions confirming
Oral Instructions by the close of business of the same day that such Oral
Instructions are given to Custodian.  Keating Capital agrees that the
fact that such confirming Certificate or Instructions are not received or that a
contrary Certificate or contrary Instructions are received by Custodian shall in
no way affect the validity or enforceability of transactions authorized by such
Oral Instructions and effected by Custodian.  If Keating Capital
elects to transmit Instructions through an on-line communications system offered
by Custodian, Keating Capital’s use thereof shall be subject to the Terms and
Conditions attached as Appendix I hereto.  If Custodian receives
Instructions which appear on their face to have been transmitted by an
Authorized Person via (i) computer facsimile, email, the Internet or other
insecure electronic method, or (ii) secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys, Keating
Capital understands and agrees that Custodian cannot determine the identity of
the actual sender of such Instructions and that Custodian shall conclusively
presume that such Written Instructions have been sent by an Authorized Person,
and Keating Capital shall be responsible for ensuring that only Authorized
Persons transmit such Instructions to Custodian.  If Keating Capital
elects (with Custodian’s prior consent) to transmit Instructions through an
on-line communications service owned or operated by a third party, Keating
Capital agrees that Custodian shall not be responsible or liable for the
reliability or availability of any such service.

     

    8.  The books
and records pertaining to Keating Capital which are in possession of Custodian
shall be the property of Keating Capital.  Such books and records
shall be prepared and maintained as required by the 40 Act and the rules
thereunder. Keating Capital, or its authorized representatives (including its
independent public accountant), shall have access to such books and records
during Custodian’s normal business hours for purposes of inspection and, where
appropriate, audit.  Upon the reasonable request of Keating Capital,
copies of any such books and records shall be provided by Custodian to Keating
Capital or its authorized representative.  Upon the reasonable request
of Keating Capital, Custodian shall provide in hard copy or on computer disc any
records included in any such delivery which are maintained by Custodian on a
computer disc, or are similarly maintained.

     

    9.  It is
understood that Custodian is authorized to supply any information regarding the
Accounts which is required by any law, regulation or rule now or hereafter in
effect.  The Custodian shall provide Keating Capital with any report
obtained by the Custodian on the system of internal accounting control of a
Depository, and with such reports on its own system of internal accounting
control as Keating Capital may reasonably request from time to
time.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    10.  Custodian
shall have no duties or responsibilities whatsoever accept such duties and
responsibilities as are specifically set forth in this Agreement, and no
covenant or obligation shall be implied against Custodian in connection with
this Agreement.

     

    ARTICLE
X

    TERMINATION

     

    1.  Either of
the parties hereto may terminate this Agreement by giving to the other party a
notice in writing specifying the date of such termination, which shall be not
less than ninety (90) days after the date of giving of such notice. In the event
such notice is given by Keating Capital, it shall be accompanied by a copy of a
resolution of the board of Keating Capital, certified by the Secretary or any
Assistant Secretary, electing to terminate this Agreement and designating a
successor custodian or custodians, each of which shall be a bank or trust
company having not less than $2,000,000 aggregate capital, surplus and undivided
profits. In the event such notice is given by Custodian, Keating Capital shall,
on or before the termination date, deliver to Custodian a copy of a resolution
of the board of Keating Capital, certified by the Secretary or any Assistant
Secretary, designating a successor custodian or custodians. In the absence of
such designation by Keating Capital, Custodian may designate a successor
custodian, which shall be a bank or trust company having not less than
$2,000,000 aggregate capital, surplus and undivided profits. Upon the date set
forth in such notice this Agreement shall terminate, and Custodian shall upon
receipt of a notice of acceptance by the successor custodian on that date
deliver directly to the successor custodian all Securities, Loan Document Files
and money then owned by Keating Capital and held by it as Custodian, after
deducting all fees, expenses and other amounts for the payment or reimbursement
of which it shall then be entitled.

     

    2.  If a
successor custodian is not designated by Keating Capital or Custodian in
accordance with the preceding Section, Keating Capital shall upon the date
specified in the notice of termination of this Agreement and upon the delivery
by Custodian of all Securities and Loan Document Files (other than Securities
which cannot be delivered to Keating Capital) and money then owned by Keating
Capital be deemed to be its own custodian and Custodian shall thereby be
relieved of all duties and responsibilities pursuant to this Agreement, other
than the duty with respect to Securities which cannot be delivered to Keating
Capital to hold such Securities hereunder in accordance with this
Agreement.

     

    ARTICLE
XI

    MISCELLANEOUS

     

    1.  Keating
Capital agrees to furnish to Custodian a new Certificate of Authorized Persons
in the event of any change in the then present Authorized
Persons.  Until such new Certificate is received, Custodian shall be
fully protected in acting upon Certificates or Instructions of such present
Authorized Persons.

     

    2.  Any notice
or other instrument in writing, authorized or required by this Agreement to be
given to Custodian, shall be sufficiently given if addressed to Custodian and
received by it at its offices at 55 Adams Street, Denver, CO 80206 or at such
other place as Custodian may from time to time designate in
writing.

     

    3.  Any notice
or other instrument in writing, authorized or required by this Agreement to be
given to Keating Capital shall be sufficiently given if addressed to Keating
Capital and received by it at its offices at 5251 DTC Parkway, Suite 1000,
Greenwood Village, CO 80111, or at such other place as Keating Capital may from
time to time designate in writing.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    4.  Each and
every right granted to either party hereunder or under any other document
delivered hereunder or in connection herewith, or allowed it by law or equity,
shall be cumulative and may be exercised from time to time.  No
failure on the part of either party to exercise, and no delay in exercising, any
right will operate as a waiver thereof, nor will any single or partial exercise
by either party of any right preclude any other or future exercise thereof or
the exercise of any other right.

     

    5.  In case
any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any exclusive jurisdiction, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
thereby.  This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties, except that any
amendment to the Schedule I hereto need be signed only by Keating Capital and
any amendment to Appendix I hereto need be signed only by
Custodian.  This Agreement shall extend to and shall be binding upon
the parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by either party without the
written consent of the other.

     

    6.  This
Agreement shall be construed in accordance with the substantive laws of the
State of Colorado, without regard to conflicts of laws principles thereof.
Keating Capital and Custodian hereby consent to the jurisdiction of a state or
federal court situated in Denver, Colorado in connection with any dispute
arising hereunder.  Keating Capital hereby irrevocably waives, to the
fullest extent permitted by applicable law, any objection which it may now or
hereafter have to the laying of venue of any such proceeding brought in such a
court and any claim that such proceeding brought in such a court has been
brought in an inconvenient forum.  Keating Capital and Custodian each
hereby irrevocably waives any and all rights to trial by jury in any legal
proceeding arising out of or relating to this Agreement.

     

    7.  Keating Capital
hereby acknowledges that Custodian is subject to federal laws, including
the Customer Identification Program (CIP) requirements under the USA PATRIOT Act
and its implementing regulations, pursuant to which Custodian must obtain,
verify and record information that allows Custodian to identify Keating
Capital.  Accordingly, prior to opening an Account hereunder Custodian
will ask Keating Capital to provide certain information including, but not
limited to, Keating Capital’s name, physical address, tax identification number
and other information that will help Custodian to identify and verify Keating
Capital’s identity such as organizational documents, certificate of good
standing, license to do business, or other pertinent identifying
information.  Keating Capital agrees that Custodian cannot open an
Account hereunder unless and until Custodian verifies Keating Capital’s identity
in accordance with its CIP.

     

    8.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only
one instrument.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, Keating
Capital and Custodian have caused this Agreement to be executed by their
respective officers, thereunto duly authorized, as of the day and year first
above written.

     

    
      
        	 	
                Keating
      Capital, Inc.

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                   /s/ Timothy J.
      Keating

              	 
	 	
                Title:

              	
                President
      and Chief Executive Officer

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 
      	 
      	 
	 	
                Steele
      Street Bank & Trust

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                   /s/ Dan Rich

              	 
	 	
                Title:

              	
                Executive
      Vice President

              	 


      

    

     

    
      
        
        

      

      
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    EXHIBIT
A

     

     

    Keating
Capital, Inc.

    5251 DTC
Parkway, Suite 1000

    Greenwood
Village, CO 80111

    Phone –
(720) 889-0139

    Fax –
(303) 728-3539

    


    Steele
Street Bank & Trust

    55 Adams
Street

    Denver, CO
80206

    Phone –
(303) 376-3881

    Fax –
(303) 376-3830

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
I

    CERTIFICATE
OF AUTHORIZED PERSONS

    (Keating
Capital - Written Instructions)

     

    The
undersigned hereby certifies that he/she is the duly elected and acting Director
and Officer of * (the “Fund”), and further certifies that the following officers
or employees of Keating Capital have been duly authorized in conformity with
Keating Capital’s Declaration of Trust and By-Laws to deliver Certificates and
Instructions to Steele Street Bank & Trust (“Custodian”) pursuant to the
Custody Agreement between Keating Capital and Custodian dated November 14, 2008,
and that the signatures appearing opposite their names are true and
correct:

     

    
      	
              Timothy J. Keating

            	 	
              President and CEO

            	 	
              /s/ Timothy J. Keating

            	 
	Name	 	Title	 	Signature	 
	 	 	 	 	 	 
	
              Ranjit P. Mankekar

            	 	
              Chief Financial Officer

            	 	
              /s/ Ranjit P. Mankekar

            	 
	Name	 	Title	 	Signature	 
	 	 	 	 	 	 
	
              Kyle L.
      Rogers                                   

            	 	
              Chief Operating Officer

            	 	
              /s/ Kyle L. Rogers

            	 
	Name	 	Title	 	Signature	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
              Name

            	 	
              Title

            	 	
              Signature

            	 


    

    


     

    This
certificate supersedes any certificate of Authorized Persons you may currently
have on file.

     

    
      
        	 	By:	
                   /s/ Timothy J.
      Keating

              	 
      
	 	 
      	
                Title:
      President and Chief Execute Officer

              	 
      


      

    

     

    Date:
November 18, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
II

     

    SERIES

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BACKUP
WITHHOLDING CERTIFICATION

     

    


     

    
      	
              (X)

            	
              Taxpayer
      I.D. Number - The Taxpayer Identification Number shown herein (Taxpayer
      I.D. Number) is my correct taxpayer identification
  number.

            


    

     

    
      	
              (  )

            	
              Applied-For
      Taxpayer I.D. Number - A taxpayer
      identification number has not been issued to me, and I mailed or delivered
      an application to receive a taxpayer identification number to the
      appropriate Internal Revenue Service Center or Social Security Office (or
      I intend to mail or deliver an application in the near future). I
      understand that if I do not provide a taxpayer identification number to
      the payor within 60 days, the payor is required to withhold 20 percent of
      all reportable payments thereafter made to me until I provide a
      number.

            


    

     

    
      	
              (X)

            	
              Backup
      Withholding - I am not subject to backup withholding either because I have
      not been notified that I am subject to backup withholding as a result of a
      failure to report all interest or dividends, or the Internal Revenue
      Service has notified me that I am no longer subject to backup
      withholding.

            


    

     

    
      	
              ( 
      )

            	
              Exempt
      Recipients - I am an exempt recipient under the Internal Revenue Service
      Regulations.

            


    

     

    
      	
              ( 
      )

            	Nonresident Aliens - I am not a United States person, or if I am an
      individual, I am neither acitizen nor a resident of the United
      States.


    

     

     

     

    Taxpayer
Identification Number: 26-2582882

     

    


     

    By signing
below I certify under penalties of perjury the statements in this section are
correct and valid.

    
 

     

     

    
       

      
        
          	By:	
                     /s/ Timothy J.
      Keating

                	 
      
	 	
                  Title:
      President and Chief Execute Officer

                	 
      


        

      

    

     

     

    


     

    OR ATTACH COMPLETED FORM
W-9