Exhibit 10.1
CUSTODY AGREEMENT
dated as of December 12, 2018
by and between
MONROE CAPITAL INCOME PLUS CORPORATION
("Company")
and
U.S. BANK NATIONAL ASSOCIATION
("Custodian" and "Document Custodian")
TABLE OF CONTENTS
1. DEFINITIONS 2 2. APPOINTMENT OF CUSTODIAN 8 3. DUTIES OF CUSTODIAN 9 4.
REPORTING 19 5. DEPOSIT IN U.S. SECURITIES SYSTEMS 20 6. SECURITIES HELD OUTSIDE
OF THE UNITED STATES 20 7. CERTAIN GENERAL TERMS 23 8. COMPENSATION OF CUSTODIAN
25 9. RESPONSIBILITY OF CUSTODIAN 25 10. SECURITY CODES 29 11. TAX LAW 29 12.
EFFECTIVE PERIOD AND TERMINATION 30 13. REPRESENTATIONS AND WARRANTIES 31 14.
PARTIES IN INTEREST; NO THIRD PARTY BENEFIT 31 15. NOTICES 31 16. CHOICE OF LAW
AND JURISDICTION 32 17. ENTIRE AGREEMENT; COUNTERPARTS 32 18. AMENDMENT; WAIVER
33 19. SUCCESSOR AND ASSIGNS 33 20. SEVERABILITY 33 21. REQUEST FOR INSTRUCTIONS
33 22. OTHER BUSINESS 34 23. REPRODUCTION OF DOCUMENTS 34 24. MISCELLANEOUS 34
SCHEDULES
SCHEDULE A - Trade Confirmation
SCHEDULE B - Initial Authorized Persons
This CUSTODY AGREEMENT (this "Agreement") is dated as of December 12, 2018 and
is by and among MONROE CAPITAL INCOME PLUS CORPORATION (and any successor or
permitted assign, the "Company"), a Maryland corporation, having its principal
place of business at 311 South Wacker Drive, Suite 6400, Chicago, Illinois
60606, and U.S. BANK NATIONAL ASSOCIATION, a national banking association having
a place of business at One Federal Street, Boston, Massachusetts 02110, as
custodian (in such capacity, along with any successor or permitted assign acting
as custodian hereunder, the "Custodian") and as document custodian (in such
capacity, along with any successor or permitted assign acting as custodian
hereunder, the "Document Custodian")
RECITALS
WHEREAS, the Company and U.S. Bank National Association are parties to that
certain Cash Custody Agreement dated as of June 27, 2018 (the "Cash Custody
Agreement") pursuant to which U.S. Bank National Association provided cash
custody services to the Company;
WHEREAS, the Company and U.S. Bank National wish and agree to terminate the Cash
Custody Agreement as of the date hereof;
WHEREAS, the Company desires to retain U.S. Bank National Association to act as
custodian and as document custodian for the Company and each Subsidiary
hereafter identified to the Custodian in accordance with the terms of this
Agreement; and
WHEREAS, the Company desires that the Company's Securities (as defined below)
and cash to be held and administered by the Custodian pursuant to this Agreement
in compliance with Section 17(f) of the 1940 Act (as defined below);
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:
"1940 Act" shall mean the Investment Company Act of 1940.
"Account" or "Accounts" means the Cash Account, the Securities Account, any
Subsidiary Cash Account and any Subsidiary Securities Account, and any
additional account established pursuant to or as permitted under this Agreement,
collectively.
"Agreement" means this Custody Agreement (as