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AUDITED FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm
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F-2
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Consolidated Statements of Assets and Liabilities as of June 30, 2013 and June 30, 2012
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F-3
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Consolidated Statements of Operations—For the Years Ended June 30, 2013, June 30, 2012 and June 30, 2011
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F-4
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Consolidated Statements of Changes in Net Assets—For the Years Ended June 30, 2013, June 30, 2012 and June 30, 2011
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F-5
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Consolidated Statements of Cash Flows—For the Years Ended June 30, 2013, June 30, 2012 and June 30, 2011
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F-6
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Consolidated Schedules of Investments as of June 30, 2013 and June 30, 2012
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F-7
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Notes to Consolidated Financial Statements
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F-42
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Exhibit No.
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Description
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(d)(16)
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Fourth Supplemental Indenture dated as of April 12, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(21)
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(d)(17)
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Form of 6.700% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(16))(21)
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(d)(18)
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Indenture dated as of April 16, 2012 relating to the 5.375% Senior Convertible Notes, by and between the Registrant and American Stock Transfer & Trust Company, as Trustee(22)
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(d)(19)
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Form of 5.375% Senior Convertible Note due 2017(23)
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(d)(20)
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Fifth Supplemental Indenture dated as of April 26, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(24)
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(d)(21)
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Form of 6.500% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(20))(24)
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(d)(22)
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Supplemental Indenture dated as of May 1, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(25)
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(d)(23)
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Form of Global Note 6.95% Senior Note due 2022(26)
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(d)(24)
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Sixth Supplemental Indenture dated as of June 14, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(27)
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(d)(25)
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Form of 6.950% Prospect Capital InterNote
®
due 2022 (included as part of Exhibit (d)(24))(27)
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(d)(26)
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Seventh Supplemental Indenture dated as of June 28, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(28)
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(d)(27)
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Form of 6.550% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(26))(28)
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(d)(28)
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Eighth Supplemental Indenture dated as of July 6, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(29)
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(d)(29)
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Form of 6.450% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(28))(29)
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Exhibit No.
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Description
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(d)(30)
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Ninth Supplemental Indenture dated as of July 12, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(31)
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(d)(31)
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Form of 6.350% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(30))(31)
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(d)(32)
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Tenth Supplemental Indenture dated as of July 19, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(33)
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(d)(33)
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Form of 6.300% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(32))(33)
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(d)(34)
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Eleventh Supplemental Indenture dated as of July 26, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(34)
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(d)(35)
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Form of 6.200% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(34))(34)
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(d)(36)
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Twelfth Supplemental Indenture dated as of August 2, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(35)
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(d)(37)
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Form of 6.150% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(36))(35)
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(d)(38)
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Thirteenth Supplemental Indenture dated as of August 9, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(36)
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(d)(39)
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Form of 6.150% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(38))(36)
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(d)(40)
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Indenture dated as of August 14, 2012 relating to the 5.75% Senior Convertible Notes, by and between the Registrant and American Stock Transfer & Trust Company, as Trustee(37)
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(d)(41)
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Form of 5.75% Senior Convertible Note due 2018(38)
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(d)(42)
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Fourteenth Supplemental Indenture dated as of August 16, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(39)
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(d)(43)
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Form of 6.100% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(42))(39)
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Exhibit No.
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Description
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(d)(44)
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Fifteenth Supplemental Indenture dated as of August 23, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(40)
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(d)(45)
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Form of 6.050% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(44))(40)
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(d)(46)
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Sixteenth Supplemental Indenture dated as of September 7, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(42)
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(d)(47)
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Form of 6.000% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(46))(42)
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(d)(48)
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Seventeenth Supplemental Indenture dated as of September 13, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(44)
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(d)(49)
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Form of 5.950% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(48))(44)
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(d)(50)
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Eighteenth Supplemental Indenture dated as of September 20, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(45)
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(d)(51)
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Form of 5.900% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(50))(45)
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(d)(52)
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Nineteenth Supplemental Indenture dated as of September 27, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(48)
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(d)(53)
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Form of 5.850% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(52))(48)
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(d)(54)
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Twentieth Supplemental Indenture dated as of October 4, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(51)
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(d)(55)
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Form of 5.700% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(54))(51)
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(d)(56)
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Twenty-First Supplemental Indenture dated as of November 23, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(54)
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(d)(57)
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Form of 5.125% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(56))(54)
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Exhibit No.
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Description
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(d)(58)
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Twenty-Second Supplemental Indenture dated as of November 23, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(54)
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(d)(59)
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Form of 6.625% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(58))(54)
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(d)(60)
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Twenty-Third Supplemental Indenture dated as of November 29, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(55)
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(d)(61)
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Form of 5.000% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(60))(55)
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(d)(62)
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Twenty-Fourth Supplemental Indenture dated as of November 29, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(55)
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(d)(63)
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Form of 5.750% Prospect Capital InterNote
®
due 2032 (included as part of Exhibit (d)(62))(55)
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(d)(64)
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Twenty-Fifth Supplemental Indenture dated as of November 29, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(55)
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(d)(65)
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Form of 6.500% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(64))(55)
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(d)(66)
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Twenty-Sixth Supplemental Indenture dated as of December 6, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(56)
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(d)(67)
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Form of 4.875% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(66))(56)
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(d)(68)
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Twenty-Seventh Supplemental Indenture dated as of December 6, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(56)
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(d)(69)
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Form of 5.625% Prospect Capital InterNote
®
due 2032 (included as part of Exhibit (d)(68))(56)
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(d)(70)
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Twenty-Eighth Supplemental Indenture dated as of December 6, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(56)
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Exhibit No.
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Description
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(d)(71)
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Form of 6.375% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(70))(56)
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(d)(72)
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Twenty-Ninth Supplemental Indenture dated as of December 13, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(57)
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(d)(73)
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Form of 4.750% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(72))(57)
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(d)(74)
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Thirtieth Supplemental Indenture dated as of December 13, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(57)
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(d)(75)
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Form of 5.250% Prospect Capital InterNote
®
due 2030 (included as part of Exhibit (d)(74))(57)
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(d)(76)
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Thirty-First Supplemental Indenture dated as of December 13, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(57)
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(d)(77)
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Form of 6.250% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(76))(57)
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(d)(78)
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Thirty-Second Supplemental Indenture dated as of December 20, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(58)
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(d)(79)
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Form of 4.625% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(78))(58)
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(d)(80)
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Thirty-Third Supplemental Indenture dated as of December 20, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(58)
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(d)(81)
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Form of 5.125% Prospect Capital InterNote
®
due 2030 (included as part of Exhibit (d)(80))(58)
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(d)(82)
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Thirty-Fourth Supplemental Indenture dated as of December 20, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(58)
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(d)(83)
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Form of 6.125% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(82))(58)
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(d)(84)
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Indenture dated as of December 21, 2012, by and between the Registrant and American Stock Transfer & Trust Company, as Trustee(59)
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(d)(85)
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Form of Global Note 5.875% Convertible Senior Note Due 2019 (included as part of Exhibit (d)(84))(59)
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Exhibit No.
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Description
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(d)(86)
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Thirty-Fifth Supplemental Indenture dated as of December 28, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(61)
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(d)(87)
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Form of 4.500% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(86))(61)
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(d)(88)
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Thirty-Sixth Supplemental Indenture dated as of December 28, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(61)
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(d)(89)
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Form of 5.000% Prospect Capital InterNote
®
due 2030 (included as part of Exhibit (d)(88))(61)
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(d)(90)
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Thirty-Seventh Supplemental Indenture dated as of December 28, 2012, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(61)
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(d)(91)
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Form of 6.000% Prospect Capital InterNote
®
due 2042 (included as part of Exhibit (d)(90))(61)
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(d)(92)
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Thirty-Eighth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(62)
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(d)(93)
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Form of 4.375% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(92))(62)
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(d)(94)
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Thirty-Ninth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(62)
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(d)(95)
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Form of 4.875% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(94))(62)
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(d)(96)
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Fortieth Supplemental Indenture dated as of January 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(62)
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(d)(97)
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Form of 5.875% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(96))(62)
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(d)(98)
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Forty-First Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(63)
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Exhibit No.
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Description
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(d)(99)
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Form of 4.250% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(98))(63)
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(d)(100)
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Forty-Second Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(63)
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(d)(101)
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Form of 4.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(100))(63)
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(d)(102)
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Forty-Third Supplemental Indenture dated as of January 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(63)
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(d)(103)
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Form of 5.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(102))(63)
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(d)(104)
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Forty-Fourth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(64)
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(d)(105)
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Form of 4.125% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(104))(64)
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(d)(106)
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Forty-Fifth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(64)
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(d)(107)
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Form of 4.625% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(106))(64)
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(d)(108)
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Forty-Sixth Supplemental Indenture dated as of January 17, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(64)
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(d)(109)
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Form of 5.625% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(108))(64)
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(d)(110)
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Forty-Seventh Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(65)
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(d)(111)
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Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(110))(65)
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(d)(112)
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Forty-Eighth Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(65)
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Exhibit No.
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Description
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(d)(113)
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Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(112))(65)
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(d)(114)
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Forty-Ninth Supplemental Indenture dated as of January 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(65)
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(d)(115)
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Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(114))(65)
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(d)(116)
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Fiftieth Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(66)
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(d)(117)
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Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(116))(66)
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(d)(118)
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Fifty-First Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(66)
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(d)(119)
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Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(118))(66)
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(d)(120)
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Fifty-Second Supplemental Indenture dated as of January 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(66)
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(d)(121)
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|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(120))(66)
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(d)(122)
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Fifty-Third Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(67)
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(d)(123)
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|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(122))(67)
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|
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(d)(124)
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|
|
Fifty-Fourth Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(67)
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|
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(d)(125)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(124))(67)
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|
Exhibit No.
|
|
Description
|
|
(d)(126)
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|
Fifty-Fifth Supplemental Indenture dated as of February 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(67)
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|
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|
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(d)(127)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(126))(67)
|
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|
|
(d)(128)
|
|
|
Fifty-Sixth Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(69)
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|
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|
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(d)(129)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(128))(69)
|
|
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|
|
(d)(130)
|
|
|
Fifty-Seventh Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(69)
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|
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|
|
(d)(131)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(130))(69)
|
|
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|
|
(d)(132)
|
|
|
Fifty-Eighth Supplemental Indenture dated as of February 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(69)
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|
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|
|
(d)(133)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(132))(69)
|
|
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|
|
(d)(134)
|
|
|
Fifty-Ninth Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(70)
|
|
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|
|
(d)(135)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(134))(70)
|
|
|
|
|
(d)(136)
|
|
|
Sixtieth Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(70)
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|
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|
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(d)(137)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(136))(70)
|
|
|
|
|
(d)(138)
|
|
|
Sixty-First Supplemental Indenture dated as of February 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(70)
|
|
|
|
|
(d)(139)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(138))(70)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(140)
|
|
|
Sixty-Second Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(71)
|
|
|
|
|
(d)(141)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(140))(71)
|
|
|
|
|
(d)(142)
|
|
|
Sixty-Third Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(71)
|
|
|
|
|
(d)(143)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(142))(71)
|
|
|
|
|
(d)(144)
|
|
|
Sixty-Fourth Supplemental Indenture dated as of March 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(71)
|
|
|
|
|
(d)(145)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(144))(71)
|
|
|
|
|
(d)(146)
|
|
|
Sixty-Fifth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(72)
|
|
|
|
|
(d)(147)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(146))(72)
|
|
|
|
|
(d)(148)
|
|
|
Sixty-Sixth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(72)
|
|
|
|
|
(d)(149)
|
|
|
Form of 4.125% to 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(148))(72)
|
|
|
|
|
(d)(150)
|
|
|
Sixty-Seventh Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(72)
|
|
|
|
|
(d)(151)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(150))(72)
|
|
|
|
|
(d)(152)
|
|
|
Sixty-Eighth Supplemental Indenture dated as of March 14, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(72)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(153)
|
|
|
Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(152))(72)
|
|
|
|
|
(d)(154)
|
|
|
Supplemental Indenture dated as of March 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(73)
|
|
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|
|
(d)(155)
|
|
|
Form of Global Note 5.875% Senior Note due 2023(74)
|
|
|
|
|
(d)(156)
|
|
|
Sixty-Ninth Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(77)
|
|
|
|
|
(d)(157)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(156))(77)
|
|
|
|
|
(d)(158)
|
|
|
Seventieth Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(77)
|
|
|
|
|
(d)(159)
|
|
|
Form of 4.125% to 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(158))(77)
|
|
|
|
|
(d)(160)
|
|
|
Seventy-First Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(77)
|
|
|
|
|
(d)(161)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(160))(77)
|
|
|
|
|
(d)(162)
|
|
|
Seventy-Second Supplemental Indenture dated as of March 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(77)
|
|
|
|
|
(d)(163)
|
|
|
Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(162))(77)
|
|
|
|
|
(d)(164)
|
|
|
Seventy-Third Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(78)
|
|
|
|
|
(d)(165)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(164))(78)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(166)
|
|
|
Seventy-Fourth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(78)
|
|
|
|
|
(d)(167)
|
|
|
Form of 4.125% to 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(166))(78)
|
|
|
|
|
(d)(168)
|
|
|
Seventy-Fifth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(78)
|
|
|
|
|
(d)(169)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(168))(78)
|
|
|
|
|
(d)(170)
|
|
|
Seventy-Sixth Supplemental Indenture dated as of March 28, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(78)
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(d)(171)
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Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(170))(78)
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(d)(172)
|
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Seventy-Seventh Supplemental Indenture dated as of April 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(79)
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(d)(173)
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Form of 4.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(172))(79)
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(d)(174)
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Seventy-Eighth Supplemental Indenture dated as of April 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(79)
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(d)(175)
|
|
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Form of 4.625% to 6.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(174))(79)
|
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(d)(176)
|
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Seventy-Ninth Supplemental Indenture dated as of April 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(79)
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(d)(177)
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Form of 6.000% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d))(176)(79)
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(d)(178)
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Eightieth Supplemental Indenture dated as of April 4, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(79)
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Exhibit No.
|
|
Description
|
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(d)(179)
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Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(178))(79)
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(d)(180)
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Eighty-First Supplemental Indenture dated as of April 11, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(80)
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(d)(181)
|
|
|
Form of 4.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(180))(80)
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|
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|
(d)(182)
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Eighty-Second Supplemental Indenture dated as of April 11, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(80)
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(d)(183)
|
|
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Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(182))(80)
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(d)(184)
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Eighty-Third Supplemental Indenture dated as of April 11, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(80)
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(d)(185)
|
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|
Form of 6.000% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(184))(80)
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(d)(186)
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Eighty-Fourth Supplemental Indenture dated as of April 11, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(80)
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(d)(187)
|
|
|
Form of Floating Prospect Capital InterNote
®
due 2023 (included as part of Exhibit (d)(186))(80)
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(d)(188)
|
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Eighty-Fifth Supplemental Indenture dated as of April 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(81)
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|
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(d)(189)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(188))(81)
|
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|
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(d)(190)
|
|
|
Eighty-Sixth Supplemental Indenture dated as of April 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(81)
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(d)(191)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(190))(81)
|
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(d)(192)
|
|
|
Eighty-Seventh Supplemental Indenture dated as of April 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(81)
|
Exhibit No.
|
|
Description
|
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(d)(193)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(192))(81)
|
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|
(d)(194)
|
|
|
Eighty-Eighth Supplemental Indenture dated as of April 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(82)
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(d)(195)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(194))(82)
|
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|
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(d)(196)
|
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|
Eighty-Ninth Supplemental Indenture dated as of April 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(82)
|
|
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|
|
(d)(197)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(196))(82)
|
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(d)(198)
|
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Ninetieth Supplemental Indenture dated as of April 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(82)
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|
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(d)(199)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(198))(82)
|
|
|
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|
(d)(200)
|
|
|
Ninety-First Supplemental Indenture dated as of May 2, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(83)
|
|
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|
|
(d)(201)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(200))(83)
|
|
|
|
|
(d)(202)
|
|
|
Ninety-Second Supplemental Indenture dated as of May 2, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(83)
|
|
|
|
|
(d)(203)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(202))(83)
|
|
|
|
|
(d)(204)
|
|
|
Ninety-Third Supplemental Indenture dated as of May 2, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(83)
|
|
|
|
|
(d)(205)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(204))(83)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(206)
|
|
|
Ninety-Fourth Supplemental Indenture dated as of May 9, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(85)
|
|
|
|
|
(d)(207)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(206))(85)
|
|
|
|
|
(d)(208)
|
|
|
Ninety-Fifth Supplemental Indenture dated as of May 9, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(85)
|
|
|
|
|
(d)(209)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(208))(85)
|
|
|
|
|
(d)(210)
|
|
|
Ninety-Sixth Supplemental Indenture dated as of May 9, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(85)
|
|
|
|
|
(d)(211)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(210))(85)
|
|
|
|
|
(d)(212)
|
|
|
Ninety-Seventh Supplemental Indenture dated as of May 23, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(86)
|
|
|
|
|
(d)(213)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(212))(86)
|
|
|
|
|
(d)(214)
|
|
|
Ninety-Eighth Supplemental Indenture dated as of May 23, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(86)
|
|
|
|
|
(d)(215)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(214))(86)
|
|
|
|
|
(d)(216)
|
|
|
Ninety-Ninth Supplemental Indenture dated as of May 23, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(86)
|
|
|
|
|
(d)(217)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(216))(86)
|
|
|
|
|
(d)(218)
|
|
|
One Hundredth Supplemental Indenture dated as of May 23, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(86)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(219)
|
|
|
Form of 5.000% to 7.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(218))(86)
|
|
|
|
|
(d)(220)
|
|
|
One Hundred-First Supplemental Indenture dated as of May 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(87)
|
|
|
|
|
(d)(221)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(220))(87)
|
|
|
|
|
(d)(222)
|
|
|
One Hundred-Second Supplemental Indenture dated as of May 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(87)
|
|
|
|
|
(d)(223)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(222))(87)
|
|
|
|
|
(d)(224)
|
|
|
One Hundred-Third Supplemental Indenture dated as of May 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(87)
|
|
|
|
|
(d)(225)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(224))(87)
|
|
|
|
|
(d)(226)
|
|
|
One Hundred-Fourth Supplemental Indenture dated as of June 6, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(88)
|
|
|
|
|
(d)(227)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(226))(88)
|
|
|
|
|
(d)(228)
|
|
|
One Hundred-Fifth Supplemental Indenture dated as of June 6, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(88)
|
|
|
|
|
(d)(229)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(228))(88)
|
|
|
|
|
(d)(230)
|
|
|
One Hundred-Sixth Supplemental Indenture dated as of June 6, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(88)
|
|
|
|
|
(d)(231)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(230))(88)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(232)
|
|
|
One Hundred-Seventh Supplemental Indenture dated as of June 6, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(88)
|
|
|
|
|
(d)(233)
|
|
|
Form of 5.000% to 7.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(232))(88)
|
|
|
|
|
(d)(234)
|
|
|
One Hundred-Eighth Supplemental Indenture dated as of June 13, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(89)
|
|
|
|
|
(d)(235)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(234))(89)
|
|
|
|
|
(d)(236)
|
|
|
One Hundred-Ninth Supplemental Indenture dated as of June 13, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(89)
|
|
|
|
|
(d)(237)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(236))(89)
|
|
|
|
|
(d)(238)
|
|
|
One Hundred-Tenth Supplemental Indenture dated as of June 13, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(89)
|
|
|
|
|
(d)(239)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(238))(89)
|
|
|
|
|
(d)(240)
|
|
|
One Hundred-Eleventh Supplemental Indenture dated as of June 20, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(90)
|
|
|
|
|
(d)(241)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(240))(90)
|
|
|
|
|
(d)(242)
|
|
|
One Hundred-Twelfth Supplemental Indenture dated as of June 20, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(90)
|
|
|
|
|
(d)(243)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(242))(90)
|
|
|
|
|
(d)(244)
|
|
|
One Hundred-Thirteenth Supplemental Indenture dated as of June 20, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(90)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(245)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(244))(90)
|
|
|
|
|
(d)(246)
|
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|
One Hundred-Fourteenth Supplemental Indenture dated as of June 27, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(91)
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(d)(247)
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Form of 5.250% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(246))(91)
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(d)(248)
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One Hundred-Fifteenth Supplemental Indenture dated as of June 27, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(91)
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(d)(249)
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Form of 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(248))(91)
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(d)(250)
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One Hundred-Sixteenth Supplemental Indenture dated as of June 27, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(91)
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(d)(251)
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Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(250))(91)
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(d)(252)
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One Hundred-Seventeenth Supplemental Indenture dated as of July 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(92)
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(d)(253)
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Form of 4.750% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(252))(92)
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(d)(254)
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One Hundred-Eighteenth Supplemental Indenture dated as of July 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(92)
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(d)(255)
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Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(254))(92)
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(d)(256)
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One Hundred-Nineteenth Supplemental Indenture dated as of July 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(92)
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(d)(257)
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Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(256))(92)
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(d)(258)
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One Hundred-Twentieth Supplemental Indenture dated as of July 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(92)
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Exhibit No.
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Description
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(d)(259)
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Form of 6.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(258))(92)
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(d)(260)
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One Hundred Twenty-First Supplemental Indenture dated as of July 11, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
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(d)(261)
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Form of 4.750% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(260))(93)
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(d)(262)
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One Hundred Twenty-Second Supplemental Indenture dated as of July 11, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
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(d)(263)
|
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Form of 5.500% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(262))(93)
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(d)(264)
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One Hundred Twenty-Third Supplemental Indenture dated as of July 11, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
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(d)(265)
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Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(264))(93)
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(d)(266)
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One Hundred Twenty-Fourth Supplemental Indenture dated as of July 11, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(93)
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(d)(267)
|
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Form of 6.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(266))(93)
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(d)(268)
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One Hundred Twenty-Fifth Supplemental Indenture dated as of July 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
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(d)(269)
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Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(268))(94)
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(d)(270)
|
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One Hundred Twenty-Sixth Supplemental Indenture dated as of July 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
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(d)(271)
|
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Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(270))(94)
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Exhibit No.
|
|
Description
|
|
(d)(272)
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One Hundred Twenty-Seventh Supplemental Indenture dated as of July 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
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(d)(273)
|
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|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(272))(94)
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(d)(274)
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One Hundred Twenty-Eighth Supplemental Indenture dated as of July 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(94)
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(d)(275)
|
|
|
Form of 6.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(274))(94)
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(d)(276)
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One Hundred Twenty-Ninth Supplemental Indenture dated as of July 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
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(d)(277)
|
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|
Form of 5.000% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(276))(95)
|
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(d)(278)
|
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One Hundred Thirtieth Supplemental Indenture dated as of July 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
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(d)(279)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(278))(95)
|
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(d)(280)
|
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One Hundred Thirty-First Supplemental Indenture dated as of July 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
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|
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(d)(281)
|
|
|
Form of 6.250% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(280))(95)
|
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(d)(282)
|
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One Hundred Thirty-Second Supplemental Indenture dated as of July 25, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(95)
|
|
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(d)(283)
|
|
|
Form of 6.750% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(282))(95)
|
|
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|
(d)(284)
|
|
|
One Hundred Thirty-Third Supplemental Indenture dated as of August 1, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
|
|
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(d)(285)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2019 (included as part of Exhibit (d)(284))(96)
|
Exhibit No.
|
|
Description
|
|
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|
|
(d)(286)
|
|
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One Hundred Thirty-Fourth Supplemental Indenture dated as of August 1, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
|
|
|
|
|
(d)(287)
|
|
|
Form of 5.750% Prospect Capital InterNote
®
due 2021 (included as part of Exhibit (d)(286))(96)
|
|
|
|
|
(d)(288)
|
|
|
One Hundred Thirty-Fifth Supplemental Indenture dated as of August 1, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
|
|
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(d)(289)
|
|
|
Form of 6.125% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(288))(96)
|
|
|
|
|
(d)(290)
|
|
|
One Hundred Thirty-Sixth Supplemental Indenture dated as of August 1, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(96)
|
|
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(d)(291)
|
|
|
Form of 6.625% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(290))(96)
|
|
|
|
|
(d)(292)
|
|
|
One Hundred Thirty-Seventh Supplemental Indenture dated as of August 8, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
|
|
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|
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(d)(293)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(292))(97)
|
|
|
|
|
(d)(294)
|
|
|
One Hundred Thirty-Eighth Supplemental Indenture dated as of August 8, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
|
|
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|
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(d)(295)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(294))(97)
|
|
|
|
|
(d)(296)
|
|
|
One Hundred Thirty-Ninth Supplemental Indenture dated as of August 8, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
|
|
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|
(d)(297)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2031 (included as part of Exhibit (d)(296))(97)
|
|
|
|
|
(d)(298)
|
|
|
One Hundred Fortieth Supplemental Indenture dated as of August 8, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(97)
|
|
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|
|
Exhibit No.
|
|
Description
|
|
(d)(299)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(298))(97)
|
|
|
|
|
(d)(300)
|
|
|
One Hundred Forty-First Supplemental Indenture dated as of August 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
|
|
|
|
|
(d)(301)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(300))(98)
|
|
|
|
|
(d)(302)
|
|
|
One Hundred Forty-Second Supplemental Indenture dated as of August 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
|
|
|
|
|
(d)(303)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(302))(98)
|
|
|
|
|
(d)(304)
|
|
|
One Hundred Forty-Third Supplemental Indenture dated as of August 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
|
|
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|
(d)(305)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(304))(98)
|
|
|
|
|
(d)(306)
|
|
|
One Hundred Forty-Fourth Supplemental Indenture dated as of August 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(98)
|
|
|
|
|
(d)(307)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(306))(98)
|
|
|
|
|
(d)(308)
|
|
|
One Hundred Forty-Fifth Supplemental Indenture dated as of August 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
|
|
|
|
|
(d)(309)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(308))(99)
|
|
|
|
|
(d)(310)
|
|
|
One Hundred Forty-Sixth Supplemental Indenture dated as of August 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
|
|
|
|
|
(d)(311)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(310))(99)
|
|
|
|
|
(d)(312)
|
|
|
One Hundred Forty-Seventh Supplemental Indenture dated as of August 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
|
Exhibit No.
|
|
Description
|
|
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|
|
(d)(313)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(312))(99)
|
|
|
|
|
(d)(314)
|
|
|
One Hundred Forty-Eighth Supplemental Indenture dated as of August 22, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(99)
|
|
|
|
|
(d)(315)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(314))(99)
|
|
|
|
|
(d)(316)
|
|
|
One Hundred Forty-Ninth Supplemental Indenture dated as of September 6, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
|
|
|
|
|
(d)(317)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(316))(101)
|
|
|
|
|
(d)(318)
|
|
|
One Hundred Fiftieth Supplemental Indenture dated as of September 6, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
|
|
|
|
|
(d)(319)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(318))(101)
|
|
|
|
|
(d)(320)
|
|
|
One Hundred Fifty-First Supplemental Indenture dated as of September 6, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
|
|
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|
(d)(321)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(320))(101)
|
|
|
|
|
(d)(322)
|
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|
One Hundred Fifty-Second Supplemental Indenture dated as of September 6, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(101)
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(d)(323)
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Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(322))(101)
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(d)(324)
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One Hundred Fifty-Third Supplemental Indenture dated as of September 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
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(d)(325)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(324))(102)
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Exhibit No.
|
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Description
|
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(d)(326)
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One Hundred Fifty-Fourth Supplemental Indenture dated as of September 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
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(d)(327)
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Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(326))(102)
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(d)(328)
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One Hundred Fifty-Fifth Supplemental Indenture dated as of September 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
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(d)(329)
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Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(328))(102)
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(d)(330)
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One Hundred Fifty-Sixth Supplemental Indenture dated as of September 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(102)
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(d)(331)
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Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(330))(102)
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(d)(332)
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One Hundred Fifty-Seventh Supplemental Indenture dated as of September 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
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(d)(333)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(332))(103)
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(d)(334)
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One Hundred Fifty-Eighth Supplemental Indenture dated as of September 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
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(d)(335)
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Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(334))(103)
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(d)(336)
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One Hundred Fifty-Ninth Supplemental Indenture dated as of September 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
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(d)(337)
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Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(336))(103)
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(d)(338)
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One Hundred Sixtieth Supplemental Indenture dated as of September 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(103)
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(d)(339)
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Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(338))(103)
|
Exhibit No.
|
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Description
|
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(d)(340)
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One Hundred Sixty-First Supplemental Indenture dated as of September 26, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
|
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(d)(341)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(340))(104)
|
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(d)(342)
|
|
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One Hundred Sixty-Second Supplemental Indenture dated as of September 26, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
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(d)(343)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(342))(104)
|
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(d)(344)
|
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|
One Hundred Sixty-Third Supplemental Indenture dated as of September 26, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
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(d)(345)
|
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|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(344))(104)
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(d)(346)
|
|
|
One Hundred Sixty-Fourth Supplemental Indenture dated as of September 26, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(104)
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(d)(347)
|
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|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(346))(104)
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(d)(348)
|
|
|
One Hundred Sixty-Fifth Supplemental Indenture dated as of October 3, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(105)
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|
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(d)(349)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(348))(105)
|
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(d)(350)
|
|
|
One Hundred Sixty-Sixth Supplemental Indenture dated as of October 3, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(105)
|
|
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(d)(351)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(350))(105)
|
|
|
|
|
(d)(352)
|
|
|
One Hundred Sixty-Seventh Supplemental Indenture dated as of October 3, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(105)
|
|
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|
|
Exhibit No.
|
|
Description
|
|
(d)(353)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(352))(105)
|
|
|
|
|
(d)(354)
|
|
|
One Hundred Sixty-Eighth Supplemental Indenture dated as of October 3, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(105)
|
|
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|
|
(d)(355)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(354))(105)
|
|
|
|
|
(d)(356)
|
|
|
One Hundred Sixty-Ninth Supplemental Indenture dated as of October 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
|
|
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|
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(d)(357)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(356))(106)
|
|
|
|
|
(d)(358)
|
|
|
One Hundred Seventieth Supplemental Indenture dated as of October 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
|
|
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|
|
(d)(359)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(358))(106)
|
|
|
|
|
(d)(360)
|
|
|
One Hundred Seventy-First Supplemental Indenture dated as of October 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
|
|
|
|
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(d)(361)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(360))(106)
|
|
|
|
|
(d)(362)
|
|
|
One Hundred Seventy-Second Supplemental Indenture dated as of October 10, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(106)
|
|
|
|
|
(d)(363)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(362))(106)
|
|
|
|
|
(d)(364)
|
|
|
One Hundred Seventy-Third Supplemental Indenture dated as of October 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(109)
|
|
|
|
|
(d)(365)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(364))(109)
|
|
|
|
|
(d)(366)
|
|
|
One Hundred Seventy-Fourth Supplemental Indenture dated as of October 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(109)
|
|
|
|
|
(d)(367)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(366))(109)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(368)
|
|
|
One Hundred Seventy-Fifth Supplemental Indenture dated as of October 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(109)
|
|
|
|
|
(d)(369)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(368))(109)
|
|
|
|
|
(d)(370)
|
|
|
One Hundred Seventy-Sixth Supplemental Indenture dated as of October 18, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(109)
|
|
|
|
|
(d)(371)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(370))(109)
|
|
|
|
|
(d)(372)
|
|
|
One Hundred Seventy-Seventh Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
|
|
|
|
|
(d)(373)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2016 (included as part of Exhibit (d)(372))(110)
|
|
|
|
|
(d)(374)
|
|
|
One Hundred Seventy-Eighth Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
|
|
|
|
|
(d)(375)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(374))(110)
|
|
|
|
|
(d)(376)
|
|
|
One Hundred Seventy-Ninth Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
|
|
|
|
|
(d)(377)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(376))(110)
|
|
|
|
|
(d)(378)
|
|
|
One Hundred Eightieth Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
|
|
|
|
|
(d)(379)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2033 (included as part of Exhibit (d)(378))(110)
|
|
|
|
|
(d)(380)
|
|
|
One Hundred Eighty-First Supplemental Indenture dated as of October 24, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(110)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(381)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2043 (included as part of Exhibit (d)(380))(110)
|
|
|
|
|
(d)(382)
|
|
|
One Hundred Eighty-Second Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
|
|
|
|
|
(d)(383)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2017 (included as part of Exhibit (d)(382))(111)
|
|
|
|
|
(d)(384)
|
|
|
One Hundred Eighty-Third Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
|
|
|
|
|
(d)(385)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(384))(111)
|
|
|
|
|
(d)(386)
|
|
|
One Hundred Eighty-Fourth Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
|
|
|
|
|
(d)(387)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(386))(111)
|
|
|
|
|
(d)(388)
|
|
|
One Hundred Eighty-Fifth Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
|
|
|
|
|
(d)(389)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(388))(111)
|
|
|
|
|
(d)(390)
|
|
|
One Hundred Eighty-Sixth Supplemental Indenture dated as of October 31, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(111)
|
|
|
|
|
(d)(391)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(390))(111)
|
|
|
|
|
(d)(392)
|
|
|
One Hundred Eighty-Seventh Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
|
|
|
|
|
(d)(393)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2017 (included as part of Exhibit (d)(392))(113)
|
|
|
|
|
(d)(394)
|
|
|
One Hundred Eighty-Eighth Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
(d)(395)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(394))(113)
|
|
|
|
|
(d)(396)
|
|
|
One Hundred Eighty-Ninth Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
|
|
|
|
|
(d)(397)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(396))(113)
|
|
|
|
|
(d)(398)
|
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|
One Hundred Ninetieth Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
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(d)(399)
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Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(398))(113)
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(d)(400)
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One Hundred Ninety-First Supplemental Indenture dated as of November 7, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(113)
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(d)(401)
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Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(400))(113)
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(d)(402)
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One Hundred Ninety-Second Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(114)
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(d)(403)
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Form of 4.000% Prospect Capital InterNote
®
due 2017 (included as part of Exhibit (d)(402))(114)
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(d)(404)
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One Hundred Ninety-Third Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(114)
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(d)(405)
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Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(404))(114)
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(d)(406)
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One Hundred Ninety-Fourth Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(114)
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(d)(407)
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Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(406))(114)
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Exhibit No.
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Description
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(d)(408)
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One Hundred Ninety-Fifth Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(114)
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(d)(409)
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Form of 6.000% Prospect Capital InterNote
®
due 2028 (included as part of Exhibit (d)(408))(114)
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(d)(410)
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One Hundred Ninety-Sixth Supplemental Indenture dated as of November 15, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(114)
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(d)(411)
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Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(410))(114)
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(d)(412)
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One Hundred Ninety-Seventh Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
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(d)(413)
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Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(412))(115)
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(d)(414)
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One Hundred Ninety-Eighth Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
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(d)(415)
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Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(414))(115)
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(d)(416)
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One Hundred Ninety-Ninth Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
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(d)(417)
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Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(416))(115)
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(d)(418)
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Two Hundredth Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
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(d)(419)
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Form of 6.000% Prospect Capital InterNote® due 2028 (included as part of Exhibit (d)(418))(115)
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(d)(420)
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Two Hundred First Supplemental Indenture dated as of November 21, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(115)
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(d)(421)
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Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(420))(115)
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Exhibit No.
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Description
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(d)(422)
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Two Hundred Second Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(116)
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(d)(423)
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Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(422))(116)
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(d)(424)
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Two Hundred Third Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(116)
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(d)(425)
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Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(424))(116)
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(d)(426)
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Two Hundred Fourth Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(116)
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(d)(427)
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Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(426))(116)
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(d)(428)
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Two Hundred Fifth Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(116)
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(d)(429)
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Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit (d)(428))(116)
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(d)(430)
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Two Hundred Sixth Supplemental Indenture dated as of November 29, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(116)
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(d)(431)
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Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(430))(116)
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(d)(432)
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Two Hundred Seventh Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
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(d)(433)
|
|
|
Form of 4.000% Prospect Capital InterNote
®
due 2017 (included as part of Exhibit (d)(432))(117)
|
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(d)(434)
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|
Two Hundred Eighth Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
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|
Exhibit No.
|
|
Description
|
|
(d)(435)
|
|
|
Form of 5.000% Prospect Capital InterNote
®
due 2018 (included as part of Exhibit (d)(434))(117)
|
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|
(d)(436)
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|
Two Hundred Ninth Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
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(d)(437)
|
|
|
Form of 5.500% Prospect Capital InterNote
®
due 2020 (included as part of Exhibit (d)(436))(117)
|
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|
|
(d)(438)
|
|
|
Two Hundred Tenth Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
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(d)(439)
|
|
|
Form of 6.000% Prospect Capital InterNote
®
due 2025 (included as part of Exhibit (d)(438))(117)
|
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|
(d)(440)
|
|
|
Two Hundred Eleventh Supplemental Indenture dated as of December 5, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(117)
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|
(d)(441)
|
|
|
Form of 6.500% Prospect Capital InterNote
®
due 2038 (included as part of Exhibit (d)(440))(117)
|
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|
(d)(442)
|
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|
Two Hundred Twelfth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
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(d)(443)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(442))(118)
|
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|
|
(d)(444)
|
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|
Two Hundred Thirteenth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
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(d)(445)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(444))(118)
|
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|
|
(d)(446)
|
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|
Two Hundred Fourteenth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
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|
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|
(d)(447)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(446))(118)
|
|
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|
|
(d)(448)
|
|
|
Two Hundred Fifteenth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
|
Exhibit No.
|
|
Description
|
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|
(d)(449)
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|
|
Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit (d)(448))(118)
|
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|
(d)(450)
|
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|
Two Hundred Sixteenth Supplemental Indenture dated as of December 12, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(118)
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|
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|
(d)(451)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(450))(118)
|
|
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|
|
(d)(452)
|
|
|
Two Hundred Seventeenth Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
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(d)(453)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(452))(119)
|
|
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|
|
(d)(454)
|
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|
Two Hundred Eighteenth Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
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(d)(455)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(454))(119)
|
|
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|
|
(d)(456)
|
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|
Two Hundred Nineteenth Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
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(d)(457)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(456))(119)
|
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|
(d)(458)
|
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|
Two Hundred Twentieth Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
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(d)(459)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit (d)(458))(119)
|
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|
(d)(460)
|
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|
Two Hundred Twenty-First Supplemental Indenture dated as of December 19, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(119)
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(d)(461)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(460))(119)
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(462)
|
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|
Two Hundred Twenty-Second Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
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|
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|
(d)(463)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2017 (included as part of Exhibit (d)(462))(120)
|
|
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|
|
(d)(464)
|
|
|
Two Hundred Twenty-Third Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
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(d)(465)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(464))(120)
|
|
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|
|
(d)(466)
|
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|
Two Hundred Twenty-Fourth Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
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(d)(467)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2020 (included as part of Exhibit (d)(466))(120)
|
|
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|
(d)(468)
|
|
|
Two Hundred Twenty-Fifth Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
|
|
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|
(d)(469)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2025 (included as part of Exhibit (d)(468))(120)
|
|
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|
|
(d)(470)
|
|
|
Two Hundred Twenty-Sixth Supplemental Indenture dated as of December 27, 2013, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(120)
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|
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|
(d)(471)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2038 (included as part of Exhibit (d)(470))(120)
|
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|
|
(d)(472)
|
|
|
Two Hundred Twenty-Seventh Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(121)
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(d)(473)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(472))(121)
|
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|
|
(d)(474)
|
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|
Two Hundred Twenty-Eighth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(121)
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|
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|
(d)(475)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(474))(121)
|
Exhibit No.
|
|
Description
|
|
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|
(d)(476)
|
|
|
Two Hundred Twenty-Ninth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(121)
|
|
|
|
|
(d)(477)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(476))(121)
|
|
|
|
|
(d)(478)
|
|
|
Two Hundred Thirtieth Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(121)
|
|
|
|
|
(d)(479)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(478))(121)
|
|
|
|
|
(d)(480)
|
|
|
Two Hundred Thirty-First Supplemental Indenture dated as of January 3, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee(121)
|
|
|
|
|
(d)(481)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(480))(121)
|
|
|
|
|
(d)(482)
|
|
|
Two Hundred Thirty-Second Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
|
(d)(483)
|
|
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(482))†
|
|
|
|
|
(d)(484)
|
|
|
Two Hundred Thirty-Third Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
|
(d)(485)
|
|
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(484))†
|
|
|
|
|
(d)(486)
|
|
|
Two Hundred Thirty-Fourth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
|
(d)(487)
|
|
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(486))†
|
|
|
|
|
(d)(488)
|
|
|
Two Hundred Thirty-Fifth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(d)(489)
|
|
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(488))†
|
|
|
|
|
(d)(490)
|
|
|
Two Hundred Thirty-Sixth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
|
(d)(491)
|
|
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(490))†
|
|
|
|
|
(h)(3)
|
|
|
Third Amended and Restated Selling Agent Agreement, dated October 15, 2013, by and among, the Registrant, Prospect Capital Management LLC, Prospect Administration LLC, Incapital LLC and the Agents named therein and added from time to time(108)
|
|
|
|
|
(i)
|
|
|
Not Applicable
|
|
|
|
|
(j)(1)
|
|
|
Custody Agreement, dated as of January 23, 2013, by and between the Registrant and U.S. Bank National Association(5)
|
|
|
|
|
(j)(2)
|
|
|
Custody Agreement, dated as of April 24, 2013, by and between the Registrant and Israeli Discount Bank of New York Ltd.(7)
|
|
|
|
|
(j)(3)
|
|
|
Custody Agreement, dated as of October 28, 2013, by and between the Registrant and Fifth Third Bank†
|
|
|
|
|
(k)(1)
|
|
|
Form of Administration Agreement between Registrant and Prospect Administration LLC(2)
|
|
|
|
|
(k)(2)
|
|
|
Form of Transfer Agency and Registrar Services Agreement(4)
|
|
|
|
|
(k)(3)
|
|
|
Form of Trademark License Agreement between the Registrant and Prospect Capital Management(2)
|
|
|
|
|
(k)(4)
|
|
|
Agreement and Plan of Merger dated August 3, 2009 between Prospect Capital Corporation and Patriot Capital Funding, Inc.(6)
|
|
|
|
|
(k)(5)
|
|
|
Master Purchase and Sale and Contribution Agreement, dated as of March 19, 2012, by and among Prospect Capital Corporation, First Tower Corp., certain other entities related to Prospect Capital Corporation and certain shareholders of First Tower Corp.(18)
|
|
|
|
|
(k)(6)
|
|
|
Fourth Amended and Restated Loan and Servicing Agreement, dated March 27, 2012, among Prospect Capital Funding LLC, Prospect Capital Corporation, the lenders from time to time party thereto, the managing agents from time to time party thereto, Key Equipment Finance Inc. and Royal Bank of Canada as Syndication Agents, U.S. Bank National Association as Calculation Agent, Paying Agent and Documentation Agent, Key Equipment Finance Inc. as Facility Agent, and Key Equipment Finance Inc. as Structuring Agent, Sole Lead Arranger and Sole Bookrunner(19)
|
|
|
|
|
(l)(1)
|
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(100)
|
|
|
|
|
(l)(2)
|
|
|
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, as special New York counsel for the Registrant(100)
|
|
|
|
|
(l)(3)
|
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(108)
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
(l)(4)
|
|
|
Opinion and Consent of Venable LLP, as special Maryland counsel for the Registrant(112)
|
|
|
|
|
(m)
|
|
|
Not Applicable
|
|
|
|
|
(n)(1)
|
|
|
Consent of independent registered public accounting firm(107)
|
|
|
|
|
(n)(2)
|
|
|
Report of independent registered public accounting firm on “Senior Securities” table(107)
|
|
|
|
|
(n)(3)
|
|
|
Power of Attorney(100)
|
|
|
|
|
(o)
|
|
|
Not Applicable
|
|
|
|
|
(p)
|
|
|
Not Applicable
|
|
|
|
|
(q)
|
|
|
Not Applicable
|
|
|
|
|
(r)
|
|
|
Code of Ethics(14)
|
|
|
|
|
99.1
|
|
|
Form of Preliminary Prospectus Supplement For Common Stock Offerings(100)
|
|
|
|
|
99.2
|
|
|
Form of Preliminary Prospectus Supplement For Preferred Stock Offerings(100)
|
|
|
|
|
99.3
|
|
|
Form of Preliminary Prospectus Supplement For Debt Offerings(100)
|
|
|
|
|
99.4
|
|
|
Form of Preliminary Prospectus Supplement For Rights Offerings(100)
|
|
|
|
|
99.5
|
|
|
Form of Preliminary Prospectus Supplement For Warrant Offerings(100)
|
|
|
|
|
99.6
|
|
|
Form of Preliminary Prospectus Supplement For Unit Offerings(100)
|
(1)
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on July 30, 2012.
|
(2)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-effective Amendment No. 2 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-114552), filed on July 6, 2004.
|
(3)
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on August 26, 2011.
|
(4)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-effective Amendment No. 3 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-114552), filed on July 23, 2004.
|
(5)
|
Incorporated by reference to Exhibit 4.22 of the Registrant’s Form 10-Q filed on May 6, 2013.
|
(6)
|
Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on August 5, 2009.
|
(7)
|
Incorporated by reference to Exhibit 10.258 of the Registrant’s Form 10-K filed on August 21, 2013.
|
(8)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on February 18, 2011.
|
(9)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-170724), filed on April 6, 2011.
|
(10)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on December 21, 2010.
|
(11)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on February 18, 2011.
|
(12)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 1, 2011.
|
(13)
|
Intentionally deleted.
|
(14)
|
Incorporated by reference to Exhibit 14 of the Registrant’s Form 10-K filed on August 21, 2013.
|
(15)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 176637), filed on March 1, 2012.
|
(16)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 176637), filed on March 8, 2012.
|
(17)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 176637), filed on March 14, 2012.
|
(18)
|
Incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on March 21, 2012.
|
(19)
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K filed on April 2, 2012.
|
(20)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 176637), filed on April 5, 2012.
|
(21)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 176637), filed on April 12, 2012.
|
(22)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on April 16, 2012.
|
(23)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on April 16, 2012.
|
(24)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 176637), filed on April 26, 2012.
|
(25)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on May 7, 2012.
|
(26)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on May 7, 2012.
|
(27)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on June 14, 2012.
|
(28)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on June 28, 2012.
|
(29)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on July 6, 2012.
|
(30)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-170724), filed on January 27, 2011.
|
(31)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on July 12, 2012.
|
(32)
|
Intentionally deleted.
|
(33)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 15 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on July 19, 2012.
|
(34)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 16 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on July 26, 2012.
|
(35)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 17 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on August 2, 2012.
|
(36)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 18 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on August 9, 2012.
|
(37)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on August 14, 2012.
|
(38)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on August 14, 2012.
|
(39)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 19 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on August 16, 2012.
|
(40)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 20 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on August 23, 2012.
|
(41)
|
Intentionally deleted.
|
(42)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 22 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 7, 2012.
|
(43)
|
Intentionally deleted.
|
(44)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 24 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 13, 2012.
|
(45)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 25 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 20, 2012.
|
(46)
|
Intentionally deleted.
|
(47)
|
Intentionally deleted.
|
(48)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 26 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on September 27, 2012.
|
(49)
|
Intentionally deleted.
|
(50)
|
Intentionally deleted.
|
(51)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 27 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-176637), filed on October 4, 2012.
|
(52)
|
Intentionally deleted.
|
(53)
|
Intentionally deleted.
|
(54)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on November 23, 2012.
|
(55)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on November 29, 2012.
|
(56)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 4 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on December 6, 2012.
|
(57)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on December 13, 2012.
|
(58)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on December 20, 2012.
|
(59)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on December 21, 2012.
|
(60)
|
Intentionally deleted.
|
(61)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on December 28, 2012.
|
(62)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 9 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 4, 2013.
|
(63)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 10, 2013.
|
(64)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 17, 2013.
|
(65)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 25, 2013.
|
(66)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on January 31, 2013.
|
(67)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 14 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on February 7, 2013.
|
(68)
|
Intentionally deleted.
|
(69)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 16 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on February 22, 2013.
|
(70)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 17 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on February 28, 2013.
|
(71)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 18 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on March 7, 2013.
|
(72)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 19 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on March 14, 2013.
|
(73)
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on March 15, 2013.
|
(74)
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Form 8-K filed on March 15, 2013.
|
(75)
|
Intentionally deleted.
|
(76)
|
Intentionally deleted.
|
(77)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 21 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on March 21, 2013.
|
(78)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 22 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on March 28, 2013.
|
(79)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 23 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on April 4, 2013.
|
(80)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 24 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on April 11, 2013.
|
(81)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 25 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on April 18, 2013.
|
(82)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 26 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on April 25, 2013.
|
(83)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 27 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on May 2, 2013.
|
(84)
|
Intentionally deleted.
|
(85)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 29 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on May 9, 2013.
|
(86)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 30 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on May 23, 2013.
|
(87)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 31 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on May 31, 2013.
|
(88)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 32 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on June 6, 2013.
|
(89)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 33 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on June 13, 2013.
|
(90)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 34 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on June 20, 2013.
|
(91)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 35 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on June 27, 2013.
|
(92)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 36 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on July 5, 2013.
|
(93)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 37 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on July 11, 2013.
|
(94)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 38 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on July 18, 2013.
|
(95)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 39 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on July 25, 2013.
|
(96)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 40 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on August 1, 2013.
|
(97)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 41 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on August 8, 2013.
|
(98)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 42 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on August 15, 2013.
|
(99)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 43 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on August 22, 2013.
|
(100)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s pre-effective Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on August 27, 2013.
|
(101)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 45 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 183530), filed on September 6, 2013.
|
(102)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 46 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 183530), filed on September 12, 2013.
|
(103)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 47 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 183530), filed on September 19, 2013.
|
(104)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 48 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333- 183530), filed on September 26, 2013.
|
(105)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 49 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on October 3, 2013.
|
(106)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 50 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on October 10, 2013.
|
(107)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on October 11, 2013.
|
(108)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on October 15, 2013.
|
(109)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 51 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-183530), filed on October 18, 2013.
|
(110)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 3 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on October 24, 2013.
|
(111)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 4 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on October 31, 2013.
|
(112)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 5 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 5, 2013.
|
(113)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 6 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 7, 2013.
|
(114)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 7 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 15, 2013.
|
(115)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 8 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 21, 2013.
|
(116)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 9 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on November 29, 2013.
|
(117)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 10 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on December 5, 2013.
|
(118)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 11 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on December 12, 2013.
|
(119)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 12 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on December 19, 2013.
|
(120)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 13 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on December 27, 2013.
|
(121)
|
Incorporated by reference to the corresponding exhibit number to the Registrant’s Post-Effective Amendment No. 14 to the Registration Statement under the Securities Act, as amended, on Form N-2 (File No. 333-190850), filed on January 3, 2014.
|
*
|
To be filed by amendment.
|
Commission registration fee
|
$
|
659,194
|
|
NASDAQ Global Select Additional Listing Fees
|
65,000
|
|
|
Accounting fees and expenses
|
500,000
|
|
|
Legal fees and expenses
|
1,000,000
|
|
|
Printing and engraving
|
500,000
|
|
|
Miscellaneous fees and expenses
|
100,000
|
|
|
Total
|
$
|
2,824,194
|
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
AMU Holdings, Inc. (Delaware)
|
|
100.0
|
%
|
AIRMALL USA Holdings Inc. (Delaware)
|
|
100.0
|
%
|
AIRMALL USA Inc. (Delaware)
|
|
100.0
|
%
|
AIRMALL Boston Inc. (Delaware)
|
|
100.0
|
%
|
AIRMALL Pittsburgh Inc. (Delaware)
|
|
100.0
|
%
|
AIRMALL Maryland Inc. (Maryland)
|
|
100.0
|
%
|
AIRMALL Cleveland Inc. (Delaware)
|
|
100.0
|
%
|
ARRM Holdings Inc. (Delaware)
|
|
100.0
|
%
|
Ajax Rolled Ring & Machine, LLC (Delaware)
|
|
78.0
|
%
|
Borga, Inc. (California)
|
|
100.0
|
%
|
Energy Solutions Holdings Inc. (Delaware)
|
|
100.0
|
%
|
Change Clean Energy Holdings, LLC (Delaware)
|
|
100.0
|
%
|
Change Clean Energy LLC (Delaware)
|
|
100.0
|
%
|
DownEast Power Company, LLC (Delaware)
|
|
100.0
|
%
|
Biochips, LLC (Maine)
|
|
51.0
|
%
|
Yatesville Coal Holdings, LLC (Delaware)
|
|
100.0
|
%
|
North Fork Collieries LLC (Delaware)
|
|
100.0
|
%
|
Gas Solutions GP LLC (Delaware)
|
|
100.0
|
%
|
Gas Solutions LP LLC (Delaware)
|
|
100.0
|
%
|
Gas Solutions II Ltd. (Texas)
|
|
100.0
|
%
|
Freedom Marine Holdings, LLC (Delaware)
|
|
100.0
|
%
|
Vessel Holdings, LLC (Louisiana)
|
|
100.0
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
Jettco Marine Services LLC (Delaware)
|
|
100.0
|
%
|
M.V. Gulf Endeavor L.L.C. (Louisiana)
|
|
100.0
|
%
|
M.V. Clint L.L.C. (Louisiana)
|
|
100.0
|
%
|
M.V. JF Jett L.L.C. (Louisiana)
|
|
100.0
|
%
|
First Tower Holdings of Delaware LLC (Delaware)
|
|
100.0
|
%
|
First Tower Holdings LLC (Mississippi)
|
|
80.1
|
%
|
First Tower, LLC (Mississippi)
|
|
80.1
|
%
|
First Tower Loan, LLC (Louisiana)
|
|
80.1
|
%
|
Gulfco of Louisiana, LLC (Louisiana)
|
|
80.1
|
%
|
Gulfco of Mississippi, LLC (Mississippi)
|
|
80.1
|
%
|
Gulfco of Alabama, LLC (Alabama)
|
|
80.1
|
%
|
Tower Loan of Illinois, LLC (Mississippi)
|
|
80.1
|
%
|
Tower Loan of Mississippi, LLC (Mississippi)
|
|
80.1
|
%
|
Tower Loan of Missouri, LLC (Mississippi)
|
|
80.1
|
%
|
Tower Auto Loan, LLC (Mississippi)
|
|
80.1
|
%
|
American Federated Holding Company (Mississippi)
|
|
80.1
|
%
|
American Federated Insurance Company, Inc. (Mississippi)
|
|
80.1
|
%
|
American Federated Life Insurance Company, Inc. (Mississippi)
|
|
80.1
|
%
|
Integrated Contract Services, Inc. (Delaware)
|
|
100.0
|
%
|
Manx Energy, Inc. (Delaware)*
|
|
42.0
|
%
|
Kinley Exploration LLC (Kansas)*
|
|
42.0
|
%
|
NMMB Holdings, Inc. (Delaware)
|
|
100.0
|
%
|
NMMB Acquisition, Inc. (Delaware)
|
|
83.5
|
%
|
MPM Holding, Inc. (Delaware)
|
|
83.5
|
%
|
Armed Forces Communications, Inc. (New York)
|
|
83.5
|
%
|
Wolf Energy Holdings Inc. (Delaware)
|
|
100.0
|
%
|
Wolf Energy, LLC (Delaware)
|
|
100.0
|
%
|
Coalbed, LLC (Delaware)
|
|
100.0
|
%
|
Coalbed Pipelines, LLC (Delaware)
|
|
100.0
|
%
|
Appalachian Energy Holdings LLC (Delaware)
|
|
100.0
|
%
|
C & S Operating, LLC (Delaware)
|
|
100.0
|
%
|
East Cumberland, L.L.C. (West Virginia)
|
|
100.0
|
%
|
The Healing Staff, Inc. (Texas)
|
|
100.0
|
%
|
R-V Industries, Inc. (Pennsylvania)
|
|
88.3
|
%
|
STI Holding, Inc. (Delaware)
|
|
100.0
|
%
|
Vets Securing America, Inc. (Delaware)
|
|
100.0
|
%
|
APH Property Holdings, LLC (Delaware)
|
|
100.0
|
%
|
American Property Holdings Corp. (Maryland)
|
|
100.0
|
%
|
146 Forest Parkway, LLC (Delaware)
|
|
100.0
|
%
|
1557 Terrell Mill Road, LLC (Delaware)
|
|
92.6
|
%
|
5100 Live Oaks Blvd, LLC (Delaware)
|
|
97.7
|
%
|
APH Carroll Resort, LLC (Delaware)
|
|
95.0
|
%
|
ARIUM Resort, LLC (Delaware)
|
|
95.0
|
%
|
Arlington Park Marietta, LLC (Delaware)
|
|
93.3
|
%
|
Lofton Place, LLC (Delaware)
|
|
93.2
|
%
|
Name of Entity and Place of Jurisdiction
|
|
% of Voting Securities Owned
|
|
Vista Palma Sola, LLC (Delaware)
|
|
93.2
|
%
|
AWCNC, LLC (Delaware)
|
|
100.0
|
%
|
CCPI Holdings, Inc. (Delaware)
|
|
100.0
|
%
|
CCPI Inc. (Delaware)
|
|
95.1
|
%
|
CCPI Europe Limited (England)
|
|
95.1
|
%
|
Mefec B.V. (Netherlands)
|
|
95.1
|
%
|
Credit Central Holdings of Delaware, LLC (Delaware)
|
|
100.0
|
%
|
Credit Central Holdings, LLC (South Carolina)
|
|
74.8
|
%
|
Credit Central, LLC (South Carolina)
|
|
74.8
|
%
|
Credit Central South, LLC (South Carolina)
|
|
74.8
|
%
|
Credit Central of Tennessee, LLC (South Carolina)
|
|
74.8
|
%
|
Credit Central of Texas, LLC (South Carolina)
|
|
74.8
|
%
|
Nationwide Acceptance Holdings LLC (Delaware)
|
|
100.0
|
%
|
Nationwide Acceptance LLC (Delaware)
|
|
93.8
|
%
|
Hercules Insurance Agency LLC (Illinois)
|
|
93.8
|
%
|
Nationwide CAC LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Cassel LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Installment Services LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Loans LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Nevada LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Northwest LLC (Illinois)
|
|
93.8
|
%
|
Nationwide Southeast LLC (Illinois)
|
|
93.8
|
%
|
Nationwide West LLC (Illinois)
|
|
93.8
|
%
|
NIKO Credit Services LLC (Illinois)
|
|
93.8
|
%
|
Valley Electric Holdings I, Inc. (Delaware)
|
|
100.0
|
%
|
Valley Electric Holdings II, Inc. (Delaware)
|
|
100.0
|
%
|
Valley Electric Co. of Mt. Vernon, Inc. (Washington)
|
|
96.3
|
%
|
*
|
The Registrant has the right to vote a controlling interest of the voting securities of Manx Energy, Inc. pursuant to proxies.
|
Name
|
|
Jurisdiction of Organization
|
Prospect Street Ventures I, LLC
|
|
Delaware
|
Prospect Management Group LLC
|
|
Delaware
|
Prospect Street Broadband LLC
|
|
Delaware
|
Prospect Street Energy LLC
|
|
Delaware
|
Prospect Administration LLC
|
|
Delaware
|
Title of Class
|
|
Number of Record Holders
|
Common Stock, par value $.001 per share
|
|
140
|
(1)
|
the Registrant, Prospect Capital Corporation, 10 East 40th Street, 44th Floor, New York, NY 10016;
|
(2)
|
the Transfer Agent, American Stock Transfer & Trust Company;
|
(3)
|
the Custodian, U.S. Bank National Association; and
|
(4)
|
the Adviser, Prospect Capital Management LLC, 10 East 40th Street, 44th Floor, New York, NY 10016.
|
1.
|
The Registrant undertakes to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus.
|
2.
|
The Registrant undertakes if the securities being registered are to be offered to existing stockholders pursuant to warrants or rights, and any securities not taken by stockholders are to be reoffered to the public, to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by underwriters during the subscription period, the amount of unsubscribed securities to be purchased by underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters of the securities being registered is to be made on terms differing from those set forth on the cover page of the prospectus, we will file a post-effective amendment to set forth the terms of such offering.
|
3.
|
The Registrant undertakes:
|
a.
|
to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
|
(1)
|
to include any prospectus required by Section 10(a)(3) of the 1933 Act;
|
(2)
|
to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
|
(3)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
b.
|
that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
|
c.
|
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
|
d.
|
that, for the purpose of determining liability under the 1933 Act to any purchaser, each prospectus filed pursuant to Rule 497(b), (c), (d) or (e) under the 1933 Act as part of a registration statement relating to an offering, other than prospectuses filed in reliance on Rule 430A under the 1933 Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and
|
e.
|
that, for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the 1933 Act; (2) the portion of any advertisement pursuant to Rule 482 under the 1933 Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and (3) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
|
PROSPECT CAPITAL CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ JOHN F. BARRY III
|
|
|
John F. Barry III
Chief Executive Officer and Chairman of the Board of Directors
|
Signature
|
|
Title
|
|
|
|
|
|
|
/s/ JOHN F. BARRY III
|
|
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
|
John F. Barry III
|
|
|
|
|
|
|
|
|
/s/ M. GRIER ELIASEK
|
|
Chief Operating Officer and Director
|
M. Grier Eliasek
|
|
|
|
|
|
|
|
|
/s/ BRIAN H. OSWALD
|
|
Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
|
Brian H. Oswald
|
|
|
|
|
|
|
|
|
/s/ WILLIAM J. GREMP*
|
|
Director
|
William J. Gremp
|
|
|
|
|
|
|
|
|
/s/ ANDREW C. COOPER*
|
|
Director
|
Andrew C. Cooper
|
|
|
|
|
|
|
|
|
/s/ EUGENE S. STARK*
|
|
Director
|
Eugene S. Stark
|
|
|
*By:
|
/s/ M. GRIER ELIASEK
|
|
|
M. Grier Eliasek,
as Attorney-in-Fact
|
|
(d)(482)
|
|
Two Hundred Thirty-Second Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
(d)(483)
|
|
Form of 4.000% Prospect Capital InterNote® due 2018 (included as part of Exhibit (d)(482))†
|
|
|
|
(d)(484)
|
|
Two Hundred Thirty-Third Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
(d)(485)
|
|
Form of 5.000% Prospect Capital InterNote® due 2019 (included as part of Exhibit (d)(484))†
|
|
|
|
(d)(486)
|
|
Two Hundred Thirty-Fourth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
(d)(487)
|
|
Form of 5.500% Prospect Capital InterNote® due 2021 (included as part of Exhibit (d)(486))†
|
|
|
|
(d)(488)
|
|
Two Hundred Thirty-Fifth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
(d)(489)
|
|
Form of 6.000% Prospect Capital InterNote® due 2026 (included as part of Exhibit (d)(488))†
|
|
|
|
(d)(490)
|
|
Two Hundred Thirty-Sixth Supplemental Indenture dated as of January 9, 2014, to the Indenture dated as of February 16, 2012, as amended by that certain Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee, by and between the Registrant and U.S. Bank National Association, as Trustee†
|
|
|
|
(d)(491)
|
|
Form of 6.500% Prospect Capital InterNote® due 2039 (included as part of Exhibit (d)(490))†
|
|
|
|
(j)(3)
|
|
Custody Agreement, dated as of October 28, 2013, by and between the Registrant and Fifth Third Bank†
|
|
|
REGISTERED
|
|
REGISTERED
|
|
|
|
|
|
CUSIP No.
|
74348YKP5
|
|
|
ISIN No.
|
US74348YKP50
|
|
|
|
|
|
|
|
ORIGINAL ISSUE DATE:
January 9, 2014
|
|
INTEREST RATE:
4.000%
|
|
MATURITY DATE:
January 15, 2018
|
|
|
|
||
ORIGINAL ISSUE DISCOUNT NOTE: N/A
|
|
TOTAL AMOUNT OF OID: N/A
|
|
|
|
|
|
o
Monthly
|
|
o
Quarterly
|
x
Semi-annual
|
|
o
Annual
|
•
|
in the case of a Security that provides for monthly interest payments, the Interest Payment Dates shall be the fifteenth day of each calendar month (or, if not a Business Day, the next succeeding Business Day), commencing the first succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of every third month (or, if not a Business Day, the next succeeding Business Day), commencing in the third succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month (or, if not a Business Day, the next succeeding Business Day), commencing in the sixth succeeding calendar month following the month in which the Security is issued; and
|
•
|
in the case of a Security that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or, if not a Business Day, the next succeeding Business Day), commencing in the twelfth succeeding calendar month following the month in which the Security is issued.
|
Attest:
|
|
PROSPECT CAPITAL CORPORATION
|
||
|
|
|
|
|
By:
|
|
|
By:
|
|
|
Name: Brian H. Oswald
|
|
|
Name: M. Grier Eliasek
|
|
Title: Secretary
|
|
|
Title: President and Chief Operating Officer
|
U.S. Bank National Association
, as Trustee
|
|
|
|
By:
|
|
|
Authorized Signatory
|
•
|
100% of the principal amount of the deceased beneficial owner's beneficial interest in such Security, and
|
•
|
accrued and unpaid interest, if any, to the date of such repayment or repurchase, subject to the following limitations.
|
•
|
In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation."
|
•
|
For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation."
|
•
|
appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner;
|
•
|
if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security;
|
•
|
a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States;
|
•
|
if applicable, a properly executed assignment or endorsement;
|
•
|
tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and
|
•
|
any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security.
|
(Please print or typewrite name and address, including postal zip code, of assignee)
|
|
|
|
|
|
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
|
|
|
to transfer said Security on the books of the Company, with full power of substitution in the premises.
|
|
|
Dated:
|
|
|
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as written upon the within Security in every particular, without alteration or enlargement or any change whatsoever.
|
|
|
|
|
|
|
Signature Guarantee
|
|
|
|
|
|
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.
|
|
|
|
|
REGISTERED
|
|
REGISTERED
|
|
|
|
|
|
CUSIP No.
|
74348YKQ3
|
|
|
ISIN No.
|
US74348YKQ34
|
|
|
|
|
|
|
|
ORIGINAL ISSUE DATE:
January 9, 2014
|
|
INTEREST RATE:
5.000%
|
|
MATURITY DATE:
January 15, 2019
|
|
|
|
||
ORIGINAL ISSUE DISCOUNT NOTE: N/A
|
|
TOTAL AMOUNT OF OID: N/A
|
|
|
|
|
|
o
Monthly
|
|
o
Quarterly
|
x
Semi-annual
|
|
o
Annual
|
•
|
in the case of a Security that provides for monthly interest payments, the Interest Payment Dates shall be the fifteenth day of each calendar month (or, if not a Business Day, the next succeeding Business Day), commencing the first succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of every third month (or, if not a Business Day, the next succeeding Business Day), commencing in the third succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month (or, if not a Business Day, the next succeeding Business Day), commencing in the sixth succeeding calendar month following the month in which the Security is issued; and
|
•
|
in the case of a Security that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or, if not a Business Day, the next succeeding Business Day), commencing in the twelfth succeeding calendar month following the month in which the Security is issued.
|
Attest:
|
|
PROSPECT CAPITAL CORPORATION
|
||
|
|
|
|
|
By:
|
|
|
By:
|
|
|
Name: Brian H. Oswald
|
|
|
Name: M. Grier Eliasek
|
|
Title: Secretary
|
|
|
Title: President and Chief Operating Officer
|
U.S. Bank National Association
, as Trustee
|
|
|
|
By:
|
|
|
Authorized Signatory
|
•
|
100% of the principal amount of the deceased beneficial owner's beneficial interest in such Security, and
|
•
|
accrued and unpaid interest, if any, to the date of such repayment or repurchase, subject to the following limitations.
|
•
|
In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation."
|
•
|
For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation."
|
•
|
appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner;
|
•
|
if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security;
|
•
|
a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States;
|
•
|
if applicable, a properly executed assignment or endorsement;
|
•
|
tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and
|
•
|
any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security.
|
(Please print or typewrite name and address, including postal zip code, of assignee)
|
|
|
|
|
|
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
|
|
|
to transfer said Security on the books of the Company, with full power of substitution in the premises.
|
|
|
Dated:
|
|
|
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as written upon the within Security in every particular, without alteration or enlargement or any change whatsoever.
|
|
|
|
|
|
|
Signature Guarantee
|
|
|
|
|
|
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.
|
|
|
|
|
REGISTERED
|
|
REGISTERED
|
|
|
|
|
|
CUSIP No.
|
74348YKR1
|
|
|
ISIN No.
|
US74348YKR17
|
|
|
|
|
|
|
|
ORIGINAL ISSUE DATE:
January 9, 2014
|
|
INTEREST RATE:
5.500%
|
|
MATURITY DATE:
January 15, 2021
|
|
|
|
||
ORIGINAL ISSUE DISCOUNT NOTE: N/A
|
|
TOTAL AMOUNT OF OID: N/A
|
|
|
|
|
|
o
Monthly
|
|
o
Quarterly
|
x
Semi-annual
|
|
o
Annual
|
•
|
in the case of a Security that provides for monthly interest payments, the Interest Payment Dates shall be the fifteenth day of each calendar month (or, if not a Business Day, the next succeeding Business Day), commencing the first succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of every third month (or, if not a Business Day, the next succeeding Business Day), commencing in the third succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month (or, if not a Business Day, the next succeeding Business Day), commencing in the sixth succeeding calendar month following the month in which the Security is issued; and
|
•
|
in the case of a Security that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or, if not a Business Day, the next succeeding Business Day), commencing in the twelfth succeeding calendar month following the month in which the Security is issued.
|
Attest:
|
|
PROSPECT CAPITAL CORPORATION
|
||
|
|
|
|
|
By:
|
|
|
By:
|
|
|
Name: Brian H. Oswald
|
|
|
Name: M. Grier Eliasek
|
|
Title: Secretary
|
|
|
Title: President and Chief Operating Officer
|
U.S. Bank National Association
, as Trustee
|
|
|
|
By:
|
|
|
Authorized Signatory
|
•
|
100% of the principal amount of the deceased beneficial owner's beneficial interest in such Security, and
|
•
|
accrued and unpaid interest, if any, to the date of such repayment or repurchase, subject to the following limitations.
|
•
|
In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation."
|
•
|
For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation."
|
•
|
appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner;
|
•
|
if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security;
|
•
|
a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States;
|
•
|
if applicable, a properly executed assignment or endorsement;
|
•
|
tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and
|
•
|
any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security.
|
(Please print or typewrite name and address, including postal zip code, of assignee)
|
|
|
|
|
|
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
|
|
|
to transfer said Security on the books of the Company, with full power of substitution in the premises.
|
|
|
Dated:
|
|
|
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as written upon the within Security in every particular, without alteration or enlargement or any change whatsoever.
|
|
|
|
|
|
|
Signature Guarantee
|
|
|
|
|
|
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.
|
|
|
|
|
REGISTERED
|
|
REGISTERED
|
|
|
|
|
|
CUSIP No.
|
74348YKS9
|
|
|
ISIN No.
|
US74348YKS99
|
|
|
|
|
|
|
|
ORIGINAL ISSUE DATE:
January 9, 2014
|
|
INTEREST RATE:
6.000%
|
|
MATURITY DATE:
January 15, 2024
|
|
|
|
||
ORIGINAL ISSUE DISCOUNT NOTE: N/A
|
|
TOTAL AMOUNT OF OID: N/A
|
|
|
|
|
|
o
Monthly
|
|
o
Quarterly
|
x
Semi-annual
|
|
o
Annual
|
•
|
in the case of a Security that provides for monthly interest payments, the Interest Payment Dates shall be the fifteenth day of each calendar month (or, if not a Business Day, the next succeeding Business Day), commencing the first succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of every third month (or, if not a Business Day, the next succeeding Business Day), commencing in the third succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month (or, if not a Business Day, the next succeeding Business Day), commencing in the sixth succeeding calendar month following the month in which the Security is issued; and
|
•
|
in the case of a Security that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or, if not a Business Day, the next succeeding Business Day), commencing in the twelfth succeeding calendar month following the month in which the Security is issued.
|
Attest:
|
|
PROSPECT CAPITAL CORPORATION
|
||
|
|
|
|
|
By:
|
|
|
By:
|
|
|
Name: Brian H. Oswald
|
|
|
Name: M. Grier Eliasek
|
|
Title: Secretary
|
|
|
Title: President and Chief Operating Officer
|
U.S. Bank National Association
, as Trustee
|
|
|
|
By:
|
|
|
Authorized Signatory
|
•
|
100% of the principal amount of the deceased beneficial owner's beneficial interest in such Security, and
|
•
|
accrued and unpaid interest, if any, to the date of such repayment or repurchase, subject to the following limitations.
|
•
|
In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation."
|
•
|
For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation."
|
•
|
appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner;
|
•
|
if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security;
|
•
|
a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States;
|
•
|
if applicable, a properly executed assignment or endorsement;
|
•
|
tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and
|
•
|
any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security.
|
(Please print or typewrite name and address, including postal zip code, of assignee)
|
|
|
|
|
|
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
|
|
|
to transfer said Security on the books of the Company, with full power of substitution in the premises.
|
|
|
Dated:
|
|
|
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as written upon the within Security in every particular, without alteration or enlargement or any change whatsoever.
|
|
|
|
|
|
|
Signature Guarantee
|
|
|
|
|
|
NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.
|
|
|
|
|
REGISTERED
|
|
REGISTERED
|
|
|
|
|
|
CUSIP No.
|
74348YKT7
|
|
|
ISIN No.
|
US74348YKT72
|
|
|
|
|
|
|
|
ORIGINAL ISSUE DATE:
January 9, 2014
|
|
INTEREST RATE:
6.500%
|
|
MATURITY DATE:
January 15, 2039
|
|
|
|
||
ORIGINAL ISSUE DISCOUNT NOTE: N/A
|
|
TOTAL AMOUNT OF OID: N/A
|
|
|
|
|
|
o
Monthly
|
|
o
Quarterly
|
x
Semi-annual
|
|
o
Annual
|
•
|
in the case of a Security that provides for monthly interest payments, the Interest Payment Dates shall be the fifteenth day of each calendar month (or, if not a Business Day, the next succeeding Business Day), commencing the first succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for quarterly interest payments, the Interest Payment Dates shall be the fifteenth day of every third month (or, if not a Business Day, the next succeeding Business Day), commencing in the third succeeding calendar month following the month in which the Security is issued;
|
•
|
in the case of a Security that provides for semi-annual interest payments, the Interest Payment Dates shall be the fifteenth day of each sixth month (or, if not a Business Day, the next succeeding Business Day), commencing in the sixth succeeding calendar month following the month in which the Security is issued; and
|
•
|
in the case of a Security that provides for annual interest payments, the Interest Payment Date shall be the fifteenth day of every twelfth month (or, if not a Business Day, the next succeeding Business Day), commencing in the twelfth succeeding calendar month following the month in which the Security is issued.
|
Attest:
|
|
PROSPECT CAPITAL CORPORATION
|
||
|
|
|
|
|
By:
|
|
|
By:
|
|
|
Name: Brian H. Oswald
|
|
|
Name: M. Grier Eliasek
|
|
Title: Secretary
|
|
|
Title: President and Chief Operating Officer
|
U.S. Bank National Association
, as Trustee
|
|
|
|
By:
|
|
|
Authorized Signatory
|
•
|
100% of the principal amount of the deceased beneficial owner's beneficial interest in such Security, and
|
•
|
accrued and unpaid interest, if any, to the date of such repayment or repurchase, subject to the following limitations.
|
•
|
In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation."
|
•
|
For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation."
|
•
|
appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner;
|
•
|
if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security;
|
•
|
a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States;
|
•
|
if applicable, a properly executed assignment or endorsement;
|
•
|
tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and
|
•
|
any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security.
|
(Please print or typewrite name and address, including postal zip code, of assignee)
|
|
|
|
|
|
the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints
|
|
|
to transfer said Security on the books of the Company, with full power of substitution in the premises.
|
|
|
Dated:
|
|
|
|
|
|
|
|
NOTICE: The signature to this assignment must correspond with the name as written upon the within Security in every particular, without alteration or enlargement or any change whatsoever.
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Signature Guarantee
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NOTICE: The signature(s) should be
guaranteed by an eligible guarantor
institution (banks, stockbrokers,
savings and loan associations, and
credit unions with membership in an
approved signature guarantee medallion
program), pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.
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Account Type:
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Account Number:
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Customer Information
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Institution Name (Full Legal Name. DO NOT USE ABBREVIATIONS)
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Prospect Capital Corporation
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Tax I.D. Number
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43-2048643
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Institution Contact and Title
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Brian Oswald, CFO, Secretary and Treasurer
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Telephone Number
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212-487-0702
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Street Address of Institution
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10 East 40
th
Street, 44
th
Floor
New York, NY 10016
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Account Service Instructions
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Type of Institution:
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Additional Service Options:
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o
Insurance Company
o
Financial Institution
x
Corporation
o
Partnership
o
Investor Advisor
o
Investment Company
o
Broker Dealer
o
Qualified Retirement Plan
o
Other (Describe)
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o
Monthly Statements
o
Quarterly Statements
o
Fifth Third Direct
o
Other (Describe)
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Payment For Custody Services:
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x
Bill monthly
o
Charge monthly
o
Other, please specify
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Name of Investment Advisor
(If self-directed, indicate “self-directed.”)
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Self-directed
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Proxy Communication:
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x
Forward all proxies to the below mailing address and I will execute and mail said proxies to the address specified.
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Proxy Contact:
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Name
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Brian Oswald
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Address
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10 East 40
th
Street, 44
th
Floor
New York, NY 10016
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Phone
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212-287-0702
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Fax
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212-448-9652
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E-mail
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boswald@prospectstreet.com
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o
Forward all proxies to our proxy service provider to mailing address and contact information listed below to be executed on our behalf:
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Company Name
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Client Number (if applicable)
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Contact:
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Name
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Address
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Phone
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Fax
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E-mail
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SEC Shareholder Communications Disclosure
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The Securities and Exchange Commission (SEC) has adopted a rule that requires Fifth Third Bank, as holder of securities, to contact Client, the beneficial owner having authority to vote those securities, to determine whether Client would like Fifth Third Bank to provide Client’s name, address and share position to companies whose shares Fifth Third Bank holds for Client’s benefit. If Client does not object, Fifth Third Bank will release the above information to requesting companies and Client will receive annual and quarterly reports, proxies and other corporate communications directly from these companies. These companies are prohibited from using Client’s name and address for any purpose other than corporate communications.
If Client does object to such release or to the receipt of shareholder information, Fifth Third Bank will not release Client’s shareholder status to requesting companies.
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o
Client authorizes Fifth Third Bank to release Client’s name to companies.
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x
Client does not authorize Fifth Third Bank to release Client’s name to companies.
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BankSafe Election
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Fifth Third Bank maintains a deposit account product called a BankSafe Account. A BankSafe Account has a rate of return that may vary from time to time based on market conditions. If Client elects to invest the Account in BankSafe, Fifth Third Bank agrees to act on the direction of Client to invest and reinvest funding in the Account into BankSafe or a successor or similar investment offered by Fifth Third Bank. If Client makes this election by initialing and checking the box below, subsequent instructions to make any other investment must be made by completing a new Custody Services Agreement.
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x
Client authorizes Fifth Third Bank to invest the entire Account in BankSafe or a similar product.
___________
(Client Initials)
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If Client does not make the BankSafe Election above, Client instructs Fifth Third Bank to handle all excess cash in the following manner:
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o
Invest/ Withdraw from the following money market:
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Name of the Fund
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o
Check or Wire Transfer according to the following instructions:
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Address of Bank and ABA Routing Information
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o
Credit/ Charge our Fifth Third Checking or Savings account
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Account Number
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Net Settlement as directed by client
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Fifth Third Bank Custody Services Agreement
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This Custody Services Agreement (collectively with all schedules, exhibits, amendments, and addenda hereto, this “Agreement”) is made effective as of October 24, 2013
Date
(Month/Day/Year)
by and between
Fifth Third Bank,
38 Fountain Square Plaza (Street), MD 1090CD (Mail Location), Cincinnati (City), OH (State) 45263 (ZIP) (“
Custodian
”), and the undersigned customer (“
Customer
”). Custodian and Customer hereby agree as follows:
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1.
DEFINITIONS.
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below.
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“
Account
” means the custodial account maintained by Custodian pursuant to this Agreement established in the name of and on behalf of Customer.
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“
Agreement
” means this Custody Services Agreement and all schedules, exhibits, amendments and addenda hereto.
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“
Applications
” means, collectively, the CAD Application and the FTD Application.
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“
Class Actions
” means lawsuits initiated by or on behalf of a corporation that entitle the shareholders of such corporation to participate in such lawsuit by electing to so participate.
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“
Corporate Action Information
” means all information communicated to Customer via the CAD System related to Corporate Actions when securities related to such Corporate Actions are held in the Account.
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“
Corporate Actions
” means any actions undertaken by an issuer corporation that have an effect upon shareholders or entitlement holders of the corporation’s securities (so long as such securities are held in the Account) including, without limitation, the inception of Class Actions.
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“
Custodian
” means Fifth Third Bank, an Ohio banking corporation, acting pursuant to this Agreement.
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“
Customer ID
” means a Customer-specific user identification code.
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“
Customer
” means the party executing this Agreement for which the Custodian is performing the Services.
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“
Depository
” means the Depository Trust Company, the Federal Reserve or such other sub-custodian as Custodian may from time to time nominate.
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CAD Application
” means the Corporate Actions Direct software application licensed hereunder by Custodian to be downloaded by Customer that will enable Customer to access and use the CAD System via an Internet connection, a dedicated line or a direct dial-up connection.
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“
CAD Interface
” means the methodology by which Customer uses the CAD Application to create an online connection to the CAD System, which will allow Customer to perform Transactions from a remote location.
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CAD Services
” means the then-current Services made available by Custodian to Customer pursuant to this Agreement on the CAD System.
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“
CAD System
” means the overall concept or program, including the then-current systems, computers and communication facilities made available to Customer for the purpose of receiving Corporate Action Information and delivering Voluntary Election Instructions or Other Instructions to Custodian by means of the CAD Interface.
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“
Information
” means the methods, techniques, programs, devices and operations of Custodian arising in connection with the CAD System and the FTD System and the services and products provided in connection therewith.
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“
Instructions
” means the data messages, in a form and format acceptable to Custodian, submitted by Customer and successfully received by the Workstations, which requests that a task be performed on behalf of Customer or its customers regarding trust and/ or demand deposit account funds maintained in the Account.
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“
Interfaces
” means, collectively, the CAD Interface and the FTD Interface.
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“
Mandatory Corporate Actions
” shall mean those Corporate Actions for which the effect on the shareholders or entitlement holders may not be modified by the Customer, including but not limited to, cash dividends, stock dividends, mergers, name changes, mandatory calls, and other mandatory corporate reorganizations.
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“
Manuals
” means on-line user manuals that describe the process and assist with the use of the Workstations.
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“
Other Instructions
” means the messages, in a form and format acceptable to Custodian, submitted by Customer and successfully received by Custodian through the CAD System, which request that a task be performed on behalf of Customer or its customers regarding stock or other securities held in Customer’s Account that does not relate to Voluntary Corporate Actions or the Customer’s Voluntary Election Instructions.
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Proper Instruction
” means the written and manually signed instructions of the person(s) identified in writing by Customer as being duly authorized by Customer to have authority over the Property.
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Property
” means the property listed on a certain receipt(s) or as indicated on the confirmation separately supplied by Custodian to Customer in connection with this Agreement, which may include, without limitation, common and preferred stocks, bonds, debentures, notes, money market instruments or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for any of the foregoing, or evidencing any other rights or interests therein.
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“
FTD Services
” means the then-current services made available by Custodian to Customer via the FTD Interface.
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“
FTD System
” means Custodian’s then-current systems, computers and communication facilities made available by Custodian to receive Customer requests for information and Customer Instructions via the FTD Interface.
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“
Services
” means the custody services specified in the Custody Services Schedule attached hereto as
Schedule 1.
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FTD Application
” means the Fifth Third Direct software application licensed hereunder by Custodian to be downloaded by Customer that will enable Customer to access and use the FTD System via an Internet connection, a dedicated line or a direct dial-up connection.
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“
FTD Interface
” means that methodology by which Customer uses the FTD Application to create an online connection to the FTD System that will allow Customer to perform Transactions from a remote location.
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FTD Price List
” means those items related to the FTD Application on the Fee Schedule.
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“
Transactions
” means the Custodian’s performance of certain tasks pursuant to Proper Instructions.
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Voluntary Corporate Actions
” means those Corporate Actions for which shareholders or entitlement holders are entitled or required to make an election or decision among alternative courses of action such as, among other things, certain tender offers, conversions, distributions or exchanges that are voluntary by their terms.
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“
Voluntary Election Instructions
” means those messages timely delivered from Customer to Custodian through the CAD System unambiguously identifying Customer’s election or decision among alternative courses of action triggered by the occurrence of a Voluntary Corporate Action.
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“
Workstations
” means, collectively, the overall concept or program by which Custodian allows Customer to access its FTD System by means of the FTD Interface and the CAD System by means of the CAD Interface.
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2.
DEPOSIT OF PROPERTY.
Customer has deposited the Property, or may deposit additional Property, with Custodian. The purpose of such deposit is to obtain from Custodian the Services. The Services shall include those normally and customarily provided by Custodian with respect to Property including safekeeping, trading, deposits, withdrawals, income, corporate actions, puts, calls, overdrafts, record retention, reports and such other related services as Custodian may offer from time to time.
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3.
DESCRIPTION OF PROPERTY.
Customer represents and acknowledges that the description of the Property listed on the receipt(s) or confirmation is an accurate description of Property. Custodian shall not be responsible for any Property until actually received by Custodian. Securities held by Custodian shall, unless payable to bearer, be registered in the name of the Custodian for the account of the Customer or its nominee, as Custodian may appoint, and at any time remove, in Custodian’s sole discretion. Custodian may deposit all or a part of the Property in a Depository; provided, however, no such deposit or appointment shall relieve the Custodian of its obligations under this Agreement. Custodian, in accordance with its normal and customary practices, will segregate and identify on its books as belonging to the Customer all Property held by Customer or any other entity authorized to hold Property in accordance with this Agreement.
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4.
APPOINTMENT AS CUSTODIAN.
Customer hereby constitutes and appoints Custodian as custodian of Property and Custodian agrees to act in the capacity as custodian with respect to the Property during the term of this Agreement. Custodian shall perform the Services and maintain the Account as set forth herein. Custodian shall be held to the exercise of reasonable care in carrying out its obligations under this Agreement. Custodian shall have no investment authority, nor any duty or obligation to supervise or advise Customer on any investments. Except as specifically set forth herein, Custodian shall have no liability and assumes no responsibility for any non-compliance by Customer of any laws, rules or regulations.
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5.
SCOPE OF SERVICES.
Custodian may make changes to the Services and/or the Fee Schedule attached hereto as
Schedule 2
based upon, but not limited to: technological developments; legislative, regulatory, third party depository or sub‑custodian operational changes; or the introduction of new services by Custodian. Custodian will notify Customer of any changes to the Services that will affect Customer at least 60 days prior to the effective date of such changes.
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6.
INSTRUCTIONS; RELIANCE BY CUSTODIAN.
Custodian is authorized to rely and act on Proper Instructions in providing the Services, whether such Proper Instructions are received via telephone, facsimile, or by bank wire so long as Custodian believes in good faith that such Proper Instructions have been given by an authorized person or agent acting on behalf of Customer. Custodian will only rely upon Proper Instructions sent via electronic mail if Proper Instruction specifically approves this method of delivery in writing (by other than electronic means) prior to the delivery of such Proper Instructions by electronic mail. Custodian is also authorized to rely and act upon instructions transmitted electronically through the Institutional Delivery System (IDS), a customer data entry system, or any other similar electronic instruction system acceptable to Custodian. Custodian will not be liable for any failure to execute instructions or failure to receive Property due to incorrect, incomplete, conflicting or untimely instructions. Custodian, in its discretion, is authorized to accept and act upon orders from Customer, whether given orally by telephone or otherwise, which Custodian in good faith believes to be genuine. Customer shall cause all oral instructions to be confirmed in writing by a written Proper Instruction. Custodian’s records will be conclusive as to the content of any such instruction, regardless of whether confirmation is received.
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7.
REIMBURSEMENT FOR COSTS, EXPENSES.
Custodian is authorized to take all steps it deems necessary or advisable to complete a transaction and shall be reimbursed for all costs, losses and liabilities if settlement is not accomplished due to Customer’s failure for any reason to follow Custodian’s instructions with respect to the Property or the Account. Custodian is authorized to execute, in the name of Customer, any certificates of ownership, declarations or other certificates required under any tax or other laws or governmental regulation now or hereafter in effect.
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8.
SETTLEMENT PRACTICES.
Custodian will settle trade orders as instructed by the Customer. Custodian will not be liable or accountable for any act or omission by, or for the solvency of, any broker or agent effecting such transaction.
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9.
WORKSTATIONS.
The terms and conditions of this Section 9 apply (to the extent they are applicable based upon Customer’s election) to Customers electing to subscribe to the Workstations’ products, systems and software, as specified herein.
A.
In consideration of the fees and charges paid by Customer in connection with using the Services, Custodian hereby grants a nonexclusive and nontransferable license during the term of this Agreement to Customer to use the Applications. Customer acknowledges that Custodian retains full exclusive ownership of the Applications and Customer shall not grant any license or right to use the Applications without the prior written consent of Custodian, which consent may be withheld in its discretion.
B.
Use of the Workstations requires Customer to obtain proper identification codes. Customer may request establishment on the applicable Workstation of a Customer ID to be used by Customer and its employees when accessing the applicable Workstation via the applicable Interface. Customer ID setup and standard maintenance will be performed at Custodian’s convenience and in accordance with Custodian’s general timeframes and scheduling. Customer shall provide Custodian with prompt written notice of all Customer IDs that are no longer active should be deleted and/or should otherwise be changed. Although not obligated to, Custodian reserves the right at its option and without notice to suspend the password on a Customer ID or inactivate and/or delete any Customer ID if it has not successfully logged on to the applicable System in a sixty day period (or other interval determined from time to time by Custodian), if it has shown suspicious activity or if Custodian determines that there is or may be a violation of Custodian’s then current security procedures or standards involving the applicable System or Customer’s access to the same. Custodian reserves the right (but shall not have any obligation) to request that Customer designate in writing those employees or agents of Customer which may authorize establishment of Customer IDs on the applicable System. However, Customer shall be solely responsible for any unauthorized access to the applicable System and Customer’s data therein via the applicable Interface where such access includes but is not limited to theft, unauthorized Customer, employee or agent access, action taken on behalf of Customer or at the request of Customer’s employees or agents (even if not authorized) and/or failure to notify Custodian in writing and independently verify suspension of a password on a Customer ID or inactivation and/or deletion of a Customer ID.
C.
In addition to the covenants and obligations of the Customer stated elsewhere in this Agreement, Customer further acknowledges and agrees:
i.
Upon the termination of this Agreement, Customer shall, at its own cost and expense, destroy any printed versions of any manuals, documentation or writings, along with any copies thereof, pertaining to the use of the Workstations, the Applications, or the Interfaces to a location designated by Custodian.
ii.
Customer will cause all persons utilizing the Interfaces to treat all applicable user and authentication codes and passwords with extreme care.
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iii.
Custodian is hereby irrevocably authorized to act in accordance with and rely upon Instructions received by it through the Interfaces. Customer shall be solely responsible for the quality, accuracy, and adequacy of all information and Instructions supplied to Custodian via the Interfaces or otherwise provided to Custodian hereunder, and Custodian shall not be liable for any damage, loss or expense whatsoever resulting to Customer or its customers as a result of the lack of quality, inaccuracy or inadequacy of such information other than as may arise from a defect in the Interfaces or the Workstations involving Custodian’s receipt of such information. Customer will establish and maintain adequate audit controls to monitor the quality and delivery of such data.
iv.
Customer shall comply with all federal, state and local laws and regulations applicable to its business operations or to Customer as a result of this Agreement and will acquire all the rights and licenses deemed necessary by Custodian for Custodian to interface with Customer, or vice versa, and for Custodian to provide the Services contemplated under this Agreement.
v.
Customer shall be solely responsible for all record keeping as may be required of it under any federal, state or local laws and regulations. Except as hereinafter provided or as may be required under any federal, state or local laws and regulations, Custodian shall not be obligated to retain any records of any services performed hereunder for a period beyond seven calendar days after delivery of the records to Customer.
D.
Customer agrees to the following general provisions related to the Workstations’ products:
i.
Except for the Applications and the Workstations, Customer shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to its computer systems, communications services, Internet access accounts, dedicated line or direct dial-up equipment necessary for Customer to access and utilize the Workstations via the Interfaces. Custodian shall not be responsible for the reliability or availability of any such equipment or services including but not limited to any third party access providers. Customer further agrees to obtain and utilize computer systems and communications equipment which meet the minimum specifications for using the Interfaces and the Applications se forth on the attached Exhibit A.
ii.
Customer acknowledges that neither the Services nor any information provided to Customer by the Workstations is intended to supply tax, investment or legal advice. Although the Workstations may provide information that may lead to recommendations about how and where to invest and what to buy, none of these recommendations are developed or endorsed by Custodian. In relation to this Agreement and in providing the Services, Custodian does not recommend any particular advisory service or products, nor does Custodian offer any such advice regarding the nature, potential value, or suitability of any particular security or investment strategy. Customer acknowledges that all purchases, sales, investments, Instructions and Transactions are initiated and performed independently by Customer at Customer’s sole risk. Customer further acknowledges that, unless an investment consists of an insured deposit account maintained at Custodian, no such purchases, sales, investments, Instructions or Transactions will be insured or guaranteed by Custodian or any governmental or regulatory agency.
iii.
Customer agrees to pay all taxes of whatever nature including, but not limited to, any income, franchise, sale, use, property, transfer, excise and other taxes now or hereafter imposed by any governmental body or agency upon Customer’s accessing the Workstations via the Interfaces and Customer’s use of the Services, but excluding any taxes payable by Custodian on the receipt of revenues or income under this Agreement.
iv.
Customer assumes full responsibility for the consequences of any and all use, misuse or unauthorized use of the Workstations, the Applications, the Interfaces, the Manuals, or the Services whether by Customer’s personnel or others who gain access by or through the Services as provided to Customer, lawfully or unlawfully, to the Workstations, the Interfaces, the Manuals, or the Services.
v.
Custodian shall not be obligated to act upon, or be liable for failure to act upon, any Instruction, Transaction, or modification or cancellation thereof received by Custodian via the Interfaces that is not performed in accordance with the Manuals and/or this Agreement.
vi.
Customer shall not copy or modify, or by its action or inaction permit to be copied or modified, the Applications or any other part of the Interfaces, whether in printed or computer data form. Customer agrees to abide by all copyright laws regarding the use and possession of the Applications and all other related software applications associated with the Interfaces.
vii.
Customer hereby represents, acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to Custodian and that there may be more secure methods of transmitting Instructions to Custodian than the method(s) selected by Customer hereunder. Customer hereby agrees that the security procedures (if any) to be followed in connection with the Customer’s transmission of Instructions via the Interfaces provide to Customer a commercially reasonable degree of protection in light of Customer’s particular needs and circumstances.
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viii.
In the event the Interfaces are provided by or through one or more third parties (e.g., through the Internet access provider, a third party carrier, etc.), Customer acknowledges and agrees that Custodian shall have no responsibility or liability whatsoever for any actions or inactions of such third parties, including, but not limited to, inability to access the Workstations, interruption in access to the Workstations, or error or inaccuracies in data received by Customer. Not limiting the generality of the foregoing, Custodian’s only obligation will be to make available the Workstations via the Interfaces in accordance with Custodian’s usual and customary standards in effect from time to time.
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10.
FTD SYSTEM.
The terms and conditions of this Section 10 shall apply (to the extent they are applicable based upon Customer’s election) to Customers electing to subscribe to the FTD System.
A.
FTD Services shall be provided via the FTD Interface in accordance with the terms, conditions and procedures contained in this Agreement and in the Manuals.
B.
Customer will seek to resolve errors that may result from its use of the FTD System, including errors as to its customers and will provide, promptly upon request, any information not otherwise restricted which is requested in connection with such errors.
C.
Custodian and Customer shall maintain knowledgeable personnel and procedures to resolve disputes between and among any of the parties connected with the FTD System, the FTD Application, the FTD Interface and the FTD Services that are the subject of this Agreement. Such disputes would be those relating to the proper and timely posting and crediting of Transactions or Instructions, including but not limited to, disputes arising out of the failure of any of the parties in connection with Customer’s use of the FTD Interface, the FTD System, the FTD Services, or Customer’s violation of the provisions contained in the Manuals, or any applicable law or regulation. Customer shall be solely responsible for compliance with all applicable federal, state and local statutes, rules and regulations relating to error resolution, if any.
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11.
CORPORATE ACTIONS DIRECT SYSTEM.
The terms and conditions of this Section 11 shall apply (to the extent they are applicable based upon Customer’s election) to Customers electing to subscribe to the CAD System.
A.
CAD Services shall be provided via the CAD Interface in accordance with the terms, conditions and procedures contained in this Agreement and in the applicable portion of the Manuals.
B.
Customer shall review all Corporate Action Information made available to Customer by Custodian via the CAD System. Customer may elect not to provide Voluntary Election Information in response to a Voluntary Corporate Action. Custodian has no duty to ensure that Customer provides a response or Voluntary Election Information in response to a Voluntary Corporate Action.
C.
Customer will seek to resolve errors which may result from its use of the CAD System, including errors as to its customers and will provide, promptly upon request, any information not otherwise restricted which is requested in connection with such errors.
D.
Custodian and Customer shall maintain knowledgeable personnel and procedures to resolve disputes between and among any of the parties connected with the CAD System, the CAD Application, the CAD Interface and the CAD Services. Such disputes would be those relating to the proper and timely receipt and delivery of Corporate Action Information or Voluntary Election Instructions, including but not limited to, disputes arising out of the failure of any of the parties in connection with Customer’s use of the CAD Interface, the CAD System, the CAD Services, or Customer’s violation of the provisions contained in the Manuals, or any applicable law or regulation. Customer shall be solely responsible for compliance with all applicable federal, state and local statutes, rules and regulations relating to error resolution, if any.
E.
Customer understands and acknowledges that, with respect to any Corporate Action that is also a Class Action, Custodian is only responsible for reporting to Customer and notifying Customer based upon Custodian’s actual knowledge, which actual knowledge extends, for purposes of this Agreement, only to information obtained by Custodian from Customer regarding securities holdings of Customer during the term of the then-current Agreement between Customer and Custodian. Securities held by Customer that are either not in the Account or that were held prior to the time that Custodian began to provide the Services are deemed to be outside of the actual knowledge of Custodian and Customer is solely responsible for obtaining information related to Class Actions that include as participants in the class thereof holdings outside of the knowledge of Custodian.
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12.
INDEMNIFICATION.
Custodian shall not be liable for, and Customer agrees to indemnify and hold harmless Custodian and any nominee appointed pursuant to the terms hereof, from and against any loss, damage, cost, expense (including reasonable and documented out of pocket attorneys’ fees and disbursements), liability or claim of any third party arising directly or indirectly (a) from the fact that any of the Property is registered in the name of any such nominee, or (b) from any action or inaction by the Custodian or such nominee (i) at the request or direction of or in reliance on the advice of Customer, or (ii) upon Proper Instruction, or (c) generally, from the performance (or absence or lack thereof) of its obligations under this Agreement; provided, however, that neither Custodian nor any nominee shall be indemnified and held harmless from and against any such loss, damage, cost, expense, liability or claim arising from Custodian’s or such nominee’s gross negligence or willful misconduct. If Customer requests Custodian to take any action with respect to Property that may, in the opinion of Custodian, result in Custodian or its nominee becoming liable for the payment of money or incurring liability of some other form, Custodian shall not be required to take such action until Customer shall have provided indemnity therefore to Custodian in an amount and form satisfactory to Custodian.
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13.
LIMITATION OF WARRANTIES.
OTHER THAN THE EXPRESS WARRANTIES (IF ANY) MADE IN THIS AGREEMENT, CUSTODIAN DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE CAD AND SECURITIES WORKSTATION SYSTEMS, AND ALL PRODUCTS AND SERVICES PROVIDED HEREUNDER. Without limiting the foregoing, Custodian shall not be liable for lost profits, lost business or any incidental, consequential or punitive damages (whether or not arising out of circumstances known or foreseeable by Custodian) suffered by Customer, its customers or any third party in connection with any of the products or services made available hereunder. Custodian’s liability under this Agreement shall in no event exceed an amount equal to the lesser of (i) actual monetary damages incurred by Customer or (ii) an amount not to exceed one-half of the net fees paid to Custodian within the prior three calendar months immediately preceding the date on which Custodian received a written notice from Customer regarding such damages. In no event shall Custodian be liable for any matter beyond its reasonable control, or for damages or losses wholly or partially caused by the Customer, or its employees or agents, or for any damages or losses which could have been avoided or limited by Customer giving prompt written notice to Custodian. Customer shall bring no cause of action, regardless of form, more than one year after the cause of action arose.
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14.
LIQUID FUNDS.
Custodian shall not be liable for, or considered to be the custodian of, any cash belonging to Customer or any money represented by a check, draft or other instrument for the payment of money, until Custodian or its agents actually receive such cash or collect on such instrument. So long as and to the extent that it is in the exercise of reasonable care, Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received or delivered by it pursuant to this Agreement. Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to any Property held in the Account if such Property is in default or payment is not made after due demand or presentation.
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15.
CONFIDENTIAL RECORDS.
Custodian shall treat all records and information relating to Customer and the Account as confidential, except that it may disclose such information after prior written approval of Customer. Custodian will be authorized to disclose any information regarding Customer, the Property, and the Account that is required to be disclosed by any law, governmental regulation or court order in effect without having received Customer’s prior written approval.
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16.
CONFIDENTIALITY.
Customer acknowledges that the Information is of a confidential nature, and is a valuable and unique asset of Custodian’s business. During the term of this Agreement and following the expiration or termination thereof, Customer shall not make or permit disclosure of any Information to any person or entity (other than to those employees and agents of Customer who participate directly in the performance of this Agreement and need access to Information). Upon termination of this Agreement, Customer shall destroy all manuals, memoranda and other papers and all copies thereof, relating in any way to the Information, including the CAD and FTD Systems, the Applications, the Interfaces or to the Custodian. Customer acknowledges that it does not have nor can Customer acquire any right in or claim to the Information. Customer shall take all necessary steps, including having its employees and agents execute and deliver to Custodian such documents as Custodian deems reasonably necessary, to cause them to comply with the terms of this Section 16. Customer acknowledges that the injury which would be sustained by Custodian as a result of the violation of this provision cannot be compensated solely by money damages, and therefore agrees that Custodian shall be entitled to injunctive relief and any other remedies as may be available at law or in equity in the event Customer or its employees or agents violate the provisions contained in this Section 16. The restrictions contained in this Section 16 shall not apply to any information that becomes a matter of public knowledge, other than through a violation of this Agreement or other agreements to which Custodian is a party.
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17.
STATEMENTS.
Customer agrees to review statements and reports, including those provided via the Workstations, if applicable, promptly on receipt. Inquiries regarding any valuations or other reports must be submitted to Custodian within thirty days of the receipt of the Custodian’s statement or report, and on expiration of this period, statements and reports shall be deemed correct and accepted by Customer. Express or tacit approval of such statement or report implies acceptance of the various entries listed therein and approval of any reservations made by Custodian. Thereafter, Customer assumes the responsibility to correct any and all errors.
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18.
FEES.
Customer shall pay to Custodian when due all fees and expenses arising in connection with the Services and the Account in accordance with the Fee Schedule (as may be amended from time to time) and billed or charged according to Customer’s customer profile schedule maintained at Custodian’s place of business. Customer shall receive no less than thirty days prior notice of any changes in the Fee Schedule. If Customer fails to pay Custodian for any fees and expenses owed within sixty days after invoice, Custodian may charge such fees and expenses to any deposit account of Customer or in the name of Customer. Custodian may also assess usual and customary late payment fees for payments past due more than thirty days after invoice.
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19.
NO WAIVER.
The failure of Custodian or Customer to insist on strict compliance, or to exercise any right or remedy under this Agreement, shall not constitute a waiver of any rights contained herein or stop Custodian or Customer from thereafter demanding full and complete compliance or prevent Custodian or Customer from exercising such remedy in the future (and not by an email or series of emails); provided, that in the case of Customer, such waiver must be signed in blue ink by the Chief Executive Officer or President of Customer, or their respective successors .
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20.
FORCE MAJUERE.
Custodian shall not be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; provided, however, that the Custodian in the event of a failure or delay shall endeavor to ameliorate the effects of any such failure or delay.
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21.
INDEPENDENT CONTRACTOR.
This Agreement is not a contract of employment and nothing contained in this Agreement shall be construed to create the relationship of joint venture, partnership, or employment between the parties. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors, and their permitted transferees and assignees.
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22.
ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations regarding the subject matter of this Agreement. No amendment to this Agreement shall be valid, unless made in writing and signed by both parties (and not by an email or series of emails); provided, that in the case of Customer, such waiver must be signed in blue ink by the Chief Executive Officer or President of Customer, or their respective successors. This Agreement is for the benefit of, and may be enforced only by, Custodian and Customer and their respective successors and permitted transferees and assignees, and is not for the benefit, of and may not be enforced by, any third party.
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23.
VALIDITY AND BINDING EFFECT.
Customer hereby warrants and represents to Custodian: that Customer has full power and authority to enter into this Agreement; that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or partnership or other appropriate authorizing actions; that the execution, delivery and performance of this Agreement will not contravene any provision or constitute a default under any other agreement, license or contract, written or oral, to which Customer is bound; and that this Agreement is valid and enforceable against Customer in accordance with its terms and conditions. Custodian represents and warrants to Customer: that Custodian is qualified to act as a custodian pursuant to Section 26(a)(1) of the Investment Company Act of 1940; that Custodian has full power and authority to enter into this Agreement; that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or partnership or other appropriate authorizing actions; that the execution, delivery and performance of this Agreement will not contravene any provision or constitute a default under any other agreement, license or contract, written or oral, to which Custodian is bound; and that this Agreement is valid and enforceable against Custodian in accordance with its terms and conditions.
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24.
NO ASSIGNMENT.
Customer agrees not to sell, assign, sublet, pledge, hypothecate, suffer a lien upon or against, or otherwise encumber any interest in this Agreement, the CAD or FTD Systems or the Applications which may be licensed hereunder, in whole or in part. Should Custodian assign this Agreement or should the fees due hereunder be assigned, no breach or default of this Agreement by Custodian to its assignee shall excuse performance by Customer of any provision hereof.
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25.
SEVERABILITY.
If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.
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26.
NO IMPLICIT DUTY.
Custodian shall have no duties or obligations whatsoever except such duties and obligations as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against Custodian.
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27.
COUNTERPARTS.
This Agreement may be executed in one or more counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.
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28.
GOVERNING LAW.
This Agreement will be governed by and construed according to the laws of the State of New York. The parties hereby consent to service of process, personal jurisdiction, and venue in the state and federal courts located in New York, New York, and select such courts as the exclusive forum with respect to any action or proceeding brought to enforce any liability or obligation under this Agreement.
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29.
TERMINATION.
Customer or Custodian may terminate this Agreement upon 130 days prior written notice to the other party by registered, certified or express mail. Custodian will charge fees up to and including the last day of the billing period in which the effective date of termination occurs. Notice of termination shall be effective on the date of receipt thereof. If Customer fails to designate a successor custodian on or before the effective date of termination, then Custodian shall have the right to deliver all of the Property then held in the Account to Customer. Thereafter, Customer (or the designated replacement custodian) shall be custodian of the Property and Custodian shall be relieved of all obligations under this Agreement.
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Signatures follow; the remainder of this page intentionally left blank
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IN WITNESS WHEREOF
, the parties hereto have executed this Agreement as of the date first set forth above.
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Customer:
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Signature
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Date (Month/Day/Year)
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Title:
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Customer’s Address
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10 East 40
th
Street, 44
th
Floor
New York, NY 10016
Fax ( )
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BY INITIALING IN THE APPLICABLE BOX(ES) BELOW, CUSTOMER ELECTS TO SUBSCRIBE TO THE FOLLOWING SERVICES IN ADDITION TO THE STANDARD CUSTODY SERVICES:
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CAD
Fifth Third Direct
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Fifth Third Bank:
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Signature
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Date (Month/Day/Year)
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Title
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Custodian’s Address
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Fifth Third Bank
38 Fountain Square Plaza (Street Address)
MD 1090CD (Mail Location)
Cincinnati (City), Ohio (State) 45263 (ZIP)
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Fifth Third Bank Schedule of Custody Services
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Schedule 1
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Custodian shall perform the custody services set forth below (the “Custody Services”) in connection with the maintenance of a custodial account in the name of and on behalf of Customer, in accordance with the terms and conditions of the Agreement. The Custody Services made available by Custodian are subject to change from time to time without notice; provided, however, Custodian shall endeavor to notify Customer of any changes to the below Custody Services that will affect Customer at least thirty days prior to the effective date of such changes. Capitalized terms used below have the meanings set forth in the Agreement.
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A.
SAFEKEEPING.
Custodian will maintain in its vault or at a Depository, or sub‑Custodian identified on its books as the property of the custodial account(s) of Custodian, all Property that it now or hereafter receives for the Account(s) of Customer.
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B.
TRADING.
Custodian will, upon Proper Instructions, sell, assign, transfer, deliver, purchase or acquire securities or other property for the Account.
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C.
DEPOSITS OR WITHDRAWALS.
Custodian will, upon Proper Instructions: (a) deliver or receive securities or other properties; and (b) transfer or make payments from the Account of such cash or securities to such person(s) specified by Customer. Unless Customer directs otherwise, excess cash will be invested in the Custodian’s investment/sweep alternatives.
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D.
INCOME.
Custodian will collect and receive all cash or property related to, associated with or earned by, the Property as interest, dividends, proceeds from transfer, and other payments for the Account of Customer. Custodian will convert cash distributions denominated in foreign currency into United States dollars at Custodian’s then applicable rate for the account of Customer. In effecting such conversion, Custodian may use such methods or agencies as it deems necessary and appropriate at the current prevailing rates.
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E.
CAPITAL CHANGES.
Custodian will notify Customer of capital changes, limited to those securities registered in a nominee’s name and to those securities held at a Depository or sub‑custodian acting as agent for Custodian. Custodian will be responsible only if the notice of such capital change is published by Xcitek, DTC, or received by registered mail from the agent. For market announcements not yet received and distributed by Custodian’s services, Customer will provide Custodian with appropriate instructions. Custodian will, upon receipt of Customer’s response within the required deadline, affect such action for receipt or payment for the Account of Customer. For those responses received after the deadline, Custodian will affect such action for receipt or payment, subject to the limitations of the agent(s) affecting such actions.
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F.
PUTS.
Custodian will promptly notify Customer of put options only if the notice is received by registered mail from the agent. Customer will provide Custodian with all relevant information contained in the prospectus for any security that has unique put option provisions and provide Custodian with specific tender instructions at least ten business days prior to the beginning date of the tender period.
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G.
SHAREHOLDER COMMUNICATIONS.
Custodian will, as set forth in the Customer Profile Schedule, either receive, execute or cause to be transmitted all shareholder communications. With regard to any temporary cash investment offered by Custodian, Custodian shall respond on behalf of the Customer.
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H.
RECORD RETENTION.
Custodian will, at all times, maintain books and records relating to the Account in accordance with its normal and customary procedures and will reasonably make available for inspection such records to duly authorized officers, employees, or agents of Customer or by legally authorized regulatory officials who are then in the process of reviewing the Customer’s financial affairs upon adequate proof to Custodian of such official status.
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I.
REPORTS.
Custodian will provide such reports as set forth in the Customer Profile Schedule and notify the Customer of each transaction confirmation via a monthly statement of transactions and holdings.
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J.
COMMUNICATIONS.
Custodian shall be authorized to rely upon the accuracy and genuineness of all data received through electronic means and initiated by any person authorized by Customer. In its employment of such devices, Customer will safeguard and maintain the confidentiality of all passwords or numbers and will disclose them only to those employees who are to have access to the Account. Custodian may electronically record any instructions or other telephone discussions. Custodian may electronically record any instructions given by telephone, and any other telephone discussions with respect to the Account or transactions pursuant to the Agreement.
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K.
OVERDRAFTS.
At the discretion of Custodian in cases concerning overdrafts, the Account may be charged interest at a rate determined by Custodian in its discretion.
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Fee Schedule
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Schedule 2
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Exhibit A
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Minimum Specifications for Fifth Third Direct
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The following is a list of minimum hardware and software components required for use of the FTD Application:
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Internet Connection
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