Exhibit 10.2
CUSTODY AGREEMENT
dated as of March 13, 2015
by and between
Princeton Capital Corporation
("Company")
and
U.S. BANK NATIONAL ASSOCIATION
("Custodian")
Table of Contents
Page 1. DEFINITIONS 2 2. APPOINTMENT OF CUSTODIAN 7 3. DUTIES OF CUSTODIAN 8
4. REPORTING 17 5. DEPOSIT IN U.S. SECURITIES SYSTEMS 17 6. SECURITIES HELD
OUTSIDE OF THE UNITED STATES 18 7. CERTAIN GENERAL TERMS 20 8. COMPENSATION OF
CUSTODIAN 22 9. RESPONSIBILITY OF CUSTODIAN 23 10. SECURITY CODES 26 11. TAX LAW
26 12. EFFECTIVE PERIOD, TERMINATION 26 13. REPRESENTATIONS AND WARRANTIES 27
14. PARTIES IN INTEREST; NO THIRD PARTY BENEFIT 28 15. NOTICES 28 16. CHOICE OF
LAW AND JURISDICTION 29 17. ENTIRE AGREEMENT; COUNTERPARTS 29 18. AMENDMENT;
WAIVER 29 19. SUCCESSOR AND ASSIGNS 30 20. SEVERABILITY 30 21. REQUEST FOR
INSTRUCTIONS 30 22. OTHER BUSINESS 30 23. REPRODUCTION OF DOCUMENTS 31 24.
MISCELLANEOUS 31
SCHEDULES
SCHEDULE A - Trade Confirmation
SCHEDULE B - Initial Authorized Persons
i
This CUSTODY AGREEMENT (this "Agreement") is dated as of March 13, 2015, and is
by and between PRINCETON 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 One Riverway, Suite 2020,
Houston, TX 77056, 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 190 S. LaSalle St., 8th Floor,
Chicago, IL 60603
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; 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" or "Accounts" 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 at the Custodian to which the Custodian shall deposit
or credit and hold any cash or Proceeds received by it from time to time