Exhibit 10.258
CUSTODY AGREEMENT
dated as of April 24, 2013
by and between
PROSPECT CAPITAL CORPORATION
("Company")
and
ISRAEL DISCOUNT BANK OF NEW YORK LTD.
("Custodian")
TABLE OF CONTENTS
Page
1.
DEFINITIONS
1
2.
APPOINTMENT OF CUSTODIAN
6
3.
DUTIES OF CUSTODIAN
6
4.
REPORTING
14
5.
DEPOSIT IN U.S. SECURITIES SYSTEMS
15
6.
SECURITIES HELD OUTSIDE OF THE UNITED STATES
16
7.
CERTAIN GENERAL TERMS
18
8.
COMPENSATION OF CUSTODIAN
20
9.
RESPONSIBILITY OF CUSTODIAN
20
10.
SECURITY CODES
24
11.
TAX LAW
24
12.
EFFECTIVE PERIOD, TERMINATION
24
13.
REPRESENTATIONS AND WARRANTIES
25
14.
PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
26
15.
NOTICES
26
16.
CHOICE OF LAW AND JURISDICTION
27
17.
ENTIRE AGREEMENT; COUNTERPARTS
27
18.
AMENDMENT; WAIVER
28
19.
SUCCESSOR AND ASSIGNS
28
20.
SEVERABILITY
28
21.
REQUEST FOR INSTRUCTIONS
29
22.
OTHER BUSINESS
29
23.
REPRODUCTION OF DOCUMENTS
29
24.
MISCELLANEOUS
29
SCHEDULES
SCHEDULE A - CERTIFICATE OF AUTHORIZED PERSONS
SCHEDULE B - FEES
i
This CUSTODY AGREEMENT (this "Agreement") is dated as of April 24, 2013, and is
by and between Prospect Capital Corporation (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 10 East 40th Street,
44th Floor, New York, NY 10016, and Israel Discount Bank of New York Ltd. (and
any successor or permitted assign acting as custodian hereunder, the
"Custodian"), a New York State chartered bank having a place of business at 511
Fifth Avenue, New York, NY 10017.
RECITALS
WHEREAS, the Company is a closed-end management investment company that has
registered as an investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, the Company desires to retain Israel Discount Bank of New York Ltd. to
act as custodian for the Company; and
WHEREAS, the Company desires that 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.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:
1.
DEFINITIONS
1.1
Defined Terms.
In addition to terms expressly defined elsewhere
herein, the following words shall have the following meanings as used in this
Agreement:
"Account" means the Cash Account and the Securities Account, collectively.
"Agreement" means this Custody Agreement (as the same may be amended from time
to time in accordance with the terms hereof).
"Asset File" means, with respect to each Security for which documents are
delivered to the Document Custodian, each of the Required Documents identified
on the related Document Checklist.
"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" means the segregated trust account to be established