_____________________
CUSTODY AGREEMENT
_____________________
dated as of May 9, 2014
by and between
PROSPECT CAPITAL CORPORATION
("Company")
and
PEAPACK-GLADSTONE BANK
("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.FOREIGN SUB-CUSTODIANS
15
7.CERTAIN GENERAL TERMS
15
8.RESPONSIBILITY OF CUSTODIAN
17
9.SECURITY CODES
20
10.TAX LAW
20
11.EFFECTIVE PERIOD, TERMINATION
21
12.REPRESENTATIONS AND WARRANTIES
22
13.PARTIES IN INTEREST; NO THIRD PARTY BENEFIT
22
14.NOTICES
22
15.CHOICE OF LAW AND JURISDICTION
23
16.ENTIRE AGREEMENT; COUNTERPARTS
23
17.AMENDMENT; WAIVER
24
18.SUCCESSOR AND ASSIGNS
24
19.SEVERABILITY
24
20.REQUEST FOR INSTRUCTIONS
25
21.OTHER BUSINESS
25
22.REPRODUCTION OF DOCUMENTS
25
23.MISCELLANEOUS
25
SCHEDULES
SCHEDULE A - CERTIFICATE OF AUTHORIZED PERSONS
i
THIS CUSTODY AGREEMENT (as amended, modified and/or supplemented and in effect,
from time to time, this "Agreement") is dated as of May 9, 2014, 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, 42nd Floor, New
York, NY 10016, and Peapack-Gladstone Bank (and any successor or permitted
assign acting as custodian hereunder, the "Custodian"), a New Jersey state
chartered banking institution having a place of business at 500 Hills Drive,
Bedminster, New jersey 07921.
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 the Custodian 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
is open for business in the market or country in which a transaction is to take
place.
"Cash Account" means the segregated demand deposit account 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, from the Company, which demand
deposit account shall be designated the "Prospect Capital Corporation Cash
Account."
"Certificated Security" shall