Exhibit 10.2
[FORM OF CUSTODY AGREEMENT]
_____________________
CUSTODY AGREEMENT
_____________________
dated as of August 28, 2014
by and between
TICC Capital Corp.
("Company")
and
U.S. BANK NATIONAL ASSOCIATION
("Custodian")
Table of Contents
Page
1. DEFINITIONS 2
2. APPOINTMENT OF CUSTODIAN 8
3.
DUTIES OF CUSTODIAN 8
4. REPORTING 17
5. DEPOSIT IN U.S. SECURITIES
SYSTEMS 18
6. SECURITIES HELD OUTSIDE OF THE UNITED STATES 18
7.
CERTAIN GENERAL TERMS 21
8. COMPENSATION OF CUSTODIAN 23
9.
RESPONSIBILITY OF CUSTODIAN 23
10. SECURITY CODES 27
11. TAX LAW 27
12. EFFECTIVE PERIOD, TERMINATION 27
13. REPRESENTATIONS AND
WARRANTIES 28
14. PARTIES IN INTEREST; NO THIRD PARTY BENEFIT 29
15.
NOTICES 29
16. CHOICE OF LAW AND JURISDICTION 30
17. ENTIRE
AGREEMENT; COUNTERPARTS 30
18. AMENDMENT; WAIVER 31
19. SUCCESSOR
AND ASSIGNS 31
20. SEVERABILITY 31
21. REQUEST FOR INSTRUCTIONS 31
22. OTHER BUSINESS 32
23. REPRODUCTION OF DOCUMENTS 32
24.
MISCELLANEOUS 32
SCHEDULES
SCHEDULE A - Trade Confirmation
SCHEDULE B - Initial Authorized Persons
SCHEDULE C - Persons Authorized to Confirm Instructions by call-back
i
This CUSTODY AGREEMENT (this "Agreement") is dated as of August 25, 2014, and is
by and between TICC CAPITAL CORP. (and any successor or permitted assign, the
"Company"), a corporation organized under the laws of the State of Maryland,
having its principal place of business at 8 Sound Shore Drive, Suite 255,
Greenwich, CT 06830, and U.S. BANK NATIONAL ASSOCIATION (and any successor or
permitted assign acting as custodian hereunder, the "Custodian"), a national
banking association having a place of business at One Federal Street, 3rd Floor,
Boston, MA 02110.
RECITALS
WHEREAS, the Company is a closed-end management investment company, which has
elected to be treated as a business development company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company desires to retain U.S. Bank National Association to act as
custodian for the Company and each Subsidiary hereafter identified to the
Custodian;
WHEREAS, the Company desires that certain of the Company's Securities (as
defined below) and cash be held and administered by the Custodian pursuant to
this Agreement in compliance with Section 17(f) of the 1940 Act; and
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
1.DEFINITIONS
1.1Defined Terms. In addition to terms expressly defined elsewhere herein, the
following words shall have the following meanings as used in this Agreement:
"Account" means the Cash Accounts, the Securities Account, any Subsidiary Cash
Account and any Subsidiary Securities Account, collectively.
"Agreement" means this Custody Agreement (as the same may be amended from time
to time in accordance with the terms hereof).
"Authorized Person" has the meaning set forth in Section 7.4.
"Business Day" means a day on which the Custodian or the relevant sub-custodian,
including a Foreign Sub-custodian, is open for business in the market or country
in which a transaction is to take place.
"Cash Account" or "Cash Accounts" means any or all of the segregated trust
accounts to be established