FORM OF AMENDMENT TO THE GLOBAL CUSTODIAL SERVICES AGREEMENT by and between Citibank, N.A. and Growth Capital Master Portfolio, LLC

22.

USE OF SUBCUSTODIANS AND SECURITIES DEPOSITORIES

(A)

With Regard to Subcustodians:

(1)

select the Eligible Foreign Custodian to serve as foreign custodian and place and maintain the Client’s Foreign Assets with respect to the relevant market such foreign custodian;

(2)

in selecting the Eligible Foreign Custodian, first determine that Foreign Assets placed and maintained in the safekeeping of the Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv);

(3)

enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder;

(4)

determine that the written contract with each Eligible Foreign Custodian requires that the Eligible Foreign Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices and procedures satisfy the requirements of Rule 17f-5(c)(2);

(5)

provide written reports (x) notifying the Client of the placement of foreign investments with the Eligible Foreign Custodian, such reports to be provided at such time as the Client deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Client of the occurrence of any material change in the arrangements with an Eligible Foreign Custodian;

(6)

monitor the continued appropriateness of (x) maintaining the Foreign Assets with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the Foreign Assets reasonable care, the Custodian shall promptly so advise the Client and shall then act in accordance with Instructions (as defined in the Agreement) with respect to the disposition of the Foreign Assets; and

(7)

exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under the Agreement for the safekeeping of the Client’s Securities and Cash.

(B)

Eligible Securities Depositories:

(i)

The Custodian agrees that in connection with Securities settled within the United States it will meet the requirements specified in Rule 17f-4(a)(1)-(3) under the 1940 Act with respect to the use of Clearance Systems. The Custodian may deposit and/or maintain assets of the Client that consist of Foreign Assets only in a Clearance System located outside of the United States of America that the Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an Eligible Securities Depository, as defined therein. In such manner as the Custodian deems reasonable, the Custodian shall give the Client prompt notice of any material change known to the Custodian that would adversely effect the Custodian’s determination that a Clearance System is an Eligible Securities Depository.

(ii)

The Custodian shall provide the Client (or its duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by the Custodian) of the custody risks associated with maintaining securities with each Eligible Securities Depository in accordance with Rule 17f-7(a)(1)(i)(A).. The Custodian shall monitor such custody risks on a continuing basis and in such manner as the Custodian deems reasonable and shall promptly notify the Client (or its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(B).

(iii)

The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in this Amendment as the Custodian exercises in performing its other responsibilities under the Agreement.

(iv)

In performing its obligations under this Amendment, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant its completeness or accuracy and has no duty to verify or confirm any such information. The Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository

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provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other Clearance System or any existing or proposed standards for securities depositories.

(v)

Upon the receipt of Instructions, the Custodian shall withdraw securities from any Clearance System to the extent and as soon as reasonably practicable; provided, however, the Custodian shall have no obligation to obtain, safekeep or provide any services in respect of any certificated or physical security in any jurisdiction where the Custodian does not offer or provide such services generally to customers within that jurisdiction.

CITIBANK, N.A., NEW YORK OFFICE

By:

Name:

Title:

GROWTH CAPITAL MASTER PORTFOLIO, LLC

By:

Name:

Title:

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