DocuSign Envelope ID: 1F0EB464-06E3-493E-AFAD-DEBBBD46C49A
Execution Version
AMENDMENT NO. 1 TO THE CUSTODY AGREEMENT
This Amendment No. 1 (this “Amendment”) to the Custody Agreement, dated as of January 6, 2017, is made and entered into as of August 3 2023 by and among Runway Growth Finance Corp., as successor in interest to GSV Growth Credit Fund Inc. (the “Company”), U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as custodian (the “Custodian”) and U.S. Bank National Association, as document custodian (the “Document Custodian”).
RECITALS
WHEREAS, the Company, the Custodian and the Document Custodian entered into that certain Custody Agreement, dated as of January 6, 2017 (the “Original Agreement”);
WHEREAS, the Company has requested, and the Custodian and the Document Custodian agree to amend the Original Agreement on the terms herein in order to permit the Custodian to hold certain foreign assets through its sub-custodian;
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and the Custodian for themselves and their respective successors and permitted assigns, hereby agree as follows:
““Foreign Sub-custodian” means and includes any sub-custodian appointed to administer any of the Company’s Foreign Securities, pursuant to Section 6 below. “
““Foreign Securities” means Securities for which the primary market is outside the United States.”
49055301.7
DocuSign Envelope ID: 1F0EB464-06E3-493E-AFAD-DEBBBD46C49A
Execution Version
(b) cash and cash equivalents in such amounts as the Company (through Proper Instructions) may determine to be reasonably necessary to effect the Company’s transactions in such investments.
49055301.7
DocuSign Envelope ID: 1F0EB464-06E3-493E-AFAD-DEBBBD46C49A
Execution Version
49055301.7
DocuSign Envelope ID: 1F0EB464-06E3-493E-AFAD-DEBBBD46C49A
Execution Version
[Signature page follows]
49055301.7
DocuSign Envelope ID: 1F0EB464-06E3-493E-AFAD-DEBBBD46C49A
Execution Version
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the date first above written.
| COMPANY: |
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| RUNWAY GROWTH FINANCE CORP. | |
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| By: | /s/ Thomas B. Raterman |
| Name: | Thomas B. Raterman |
| Title: | Acting President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary |
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| CUSTODIAN: |
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| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION | |
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| By: |
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49055301.7
Execution Version
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the date first above written.
| COMPANY: |
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| RUNWAY GROWTH FINANCE CORP. | |
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| By: |
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| Name: | Thomas B. Raterman |
| Title: | Acting President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary |
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| CUSTODIAN: |
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| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION | |
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| By: | /s/ Ralph J. Creasia, Jr. |
| Name: | Ralph J. Creasia, Jr. |
| Title: | Senior Vice President |
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| DOCUMENT CUSTODIAN: | |
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| U.S. BANK NATIONAL ASSOCIATION | |
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| By: | /s/ Ralph J. Creasia, Jr. |
| Name: | Ralph J. Creasia, Jr. |
| Title: | Senior Vice President |
49055301.7