Exhibit 10.3
CUSTODY AGREEMENT
AGREEMENT, dated as of May 5, 2006 between Gladstone Capital Corporation, a
corporation existing under the laws of the State of Maryland having its
principal office and place of business at 1521 Westbranch Drive, Suite 200,
McLean, Virginia
22102 (the "Corporation") and The Bank of New York, a New York
corporation authorized to do a banking business having its principal office and
place of business at One Wall Street, New York, New York 10286 ("Custodian").
W I T N E S S E T H:
that for and in consideration of the mutual promises hereinafter set forth the
Corporation 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 THE CORPORATION, DULY AUTHORIZED BY THE CORPORATION'S BOARD TO
EXECUTE ANY CERTIFICATE OR TO GIVE ANY ORAL 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.
"CUSTODIAN AFFILIATE" SHALL MEAN ANY OFFICE, BRANCH OR SUBSIDIARY OF THE
BANK OF NEW YORK COMPANY, INC.
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 THE CORPORATION BY AN AUTHORIZED PERSON OR A PERSON
REASONABLY BELIEVED BY CUSTODIAN TO BE AN AUTHORIZED PERSON.
6.
"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.
7.
"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
1
EXCHANGE COMMISSION IDENTIFIED TO THE CORPORATION FROM TIME TO TIME, AND (D) THE
RESPECTIVE SUCCESSORS AND NOMINEES OF THE FOREGOING.
8.
"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 THE
CORPORATION FROM TIME TO TIME, AND (D) THE RESPECTIVE SUCCESSORS AND NOMINEES OF
THE FOREGOING.
9.
"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.
10.
"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.
11.
"SERIES" SHALL