Exhibit (g)
CUSTODY AGREEMENT
THIS CUSTODY AGREEMENT is made by and between ND Holdings Inc (herein Owner)
and Xxxxx Fargo Bank Minnesota, National Association, (herein Custodian), on
day this day of September 18, 2001.
WHEREAS, the Owner desires to engage the services of the Custodian to act
on its behalf in providing custodial services for certain assets under the
Owner's management.
WHEREAS, the Custodian is willing to act as Owner's custodian to provide
these services for the Owner.
NOW, THEREFORE, the parties hereto agree as follows:
1. Services to be Provided by Custodian. The Custodian shall:
a. Open and maintain a custody account in the name of the Owner and
uphold in such account all cash and securities initially deposited
plus any additional cash and securities that may be received from
time to time for the account.
b. Act upon written direction from the Owner or from one or more
investment managers duly appointed in writing by the Owner.
x. Xxxxxx securities transactions for the account with brokers or
others in accordance with the Owner's or investment manager's
written direction.
d. Issue advices to Owner duly appointed investment managers setting
forth particulars of purchases, sales receipts, deliveries and
principal collection.
e. Be responsible for the collection of all investment income
relating to the assets in the account.
f. Present for payment all maturing securities or any securities
called for redemption and collect proceeds therefrom.
g. Deliver cash or securities in such manner as the Owner may direct
in writing.
h. Deliver proxy materials for securities held in the account as the
Owner may direct in writing.
2. Powers of the Custodian. The Custodian is authorized and empowered to:
a. Hold assets in the nominee selected by the Custodian or such other
nominee name as the Owner may direct in writing.
b. Employ agents other than persons on its regular payroll and
delegate to them such ministerial and other nondiscretionary
duties as it sees fit and to rely upon such information furnished
by such agents.
c. Make, execute, acknowledge and deliver any and all documents of
transfer and conveyance and any other instruments that may be
necessary or appropriate to carry out the custodianship duties and
powers.
3. Reports. Custodian shall furnish to Owner a monthly statement of
account reflecting an inventory of assets in the account, all activity
during the previous month, and a market value for the assets of the
account. The Custodian will furnish such other reports as the Owners
may reasonably request, including reports to the Owner's accountants or
other examiners as may be necessary.
4. Fees. Custodian shall receive compensation as set forth in Schedule A
attached to this Agreement as amended from time to time by the parties.
Custodian shall also be reimbursed by the Owner for its out-of-pocket
expenses during the reasonable performance of the Custodian's duties
herein.
5. Authorized Persons. The Owner and each duly appointed investment
manager shall furnish a list to the Custodian (and from time to time
whenever there are changes therein) of persons authorized to act on
behalf of the Owner or such investment manager for the purpose of
transmitting instructions to the Custodian concerning the assets in the
account. The Custodian shall be entitled to rely on the oral advice as
confirmed in writing or written advice of such persons.
6. Amendment and Termination. This Agreement may be amended by written
agreement of the parties at any time. This Agreement shall continue in
effect unless or until terminated by either party upon 30 days written
notice to the other party. Upon termination, all securities held in
the account shall be delivered by the Custodian to the Owner or in
accordance with the Owner's written instruction. Any fees remaining
outstanding and balances owing to the Custodian may be withheld from
the assets delivered to the Owner or under the Owner's direction.
7. Indemnification. Owner hereby agrees to indemnify and hold Custodian
Harmless from and against any and all claims, liabilities and expenses
(including attorney's fees), which Custodian may incur by reason of its
acting as Custodian under this Agreement. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event
Custodian has committed negligence or malfeasance in the exercise of
its responsibilities hereunder, the indemnification provisions of
this Agreement shall not apply.
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8. Notices. Notices to the Owner shall be directed and mailed as follows:
ND Holdings Inc.
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Xxx Xxxxx Xxxx Xxxxxx
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Attention: Xx. Xxxxx Xxxxxxx
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Xxxxx, XX 00000
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Notices to the Custodian shall be directed and mailed as follows:
Xxxxx Fargo Bank Minnesota, N.A.
Midwest Plaza, West Tower
MAC: N9310-060
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxx
9. Inspection Privileges. The books, records, documents, accounting
procedures and practices of the Custodian relevant to this Agreement
are subject to examination by the Owner.
10. Governing Law. This Agreement and all transactions hereunder shall be
governed by, interpreted, construed and enforced in accordance with the
laws of the State of Minnesota.
11. Privacy and Confidentiality. Owner's proprietary rights in the account
information will be protected at all times:
a. Custodian will not share Owner's account information with outside
companies for the purpose of selling their products and services
to you.
b. Custodian will only disclose information about Owner to outside
companies retained by Custodian to assist it in providing services
under the Agreement to Owner, such as the preparation and mailing
of Owner's account statements. When employing any such outside
companies, Custodian will make certain they are prohibited from
using Owner's information in any other way.
c. Custodian will only share information about Owner among the
affiliated banks and nonbank subsidiaries of Xxxxx Fargo in order
to provide servicing on Owner's account. Custodian will not
otherwise disclose information about Owner to other affiliates of
Xxxxx Fargo unless Owner directs Custodian to do so.
d. Custodian will maintain security standards and procedures designed
to protect the privacy of Owner's account information. Custodian
will continue to test and update its technology in order to
achieve the maximum degree of information protection.
12. Effective Date. This Agreement shall be effective October 15, 2001.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
Owner
ND Holdings Inc.
By Xxxxxxx Xxxxx
Its COO
Custodian
Xxxxx Fargo Bank Minnesota, National Association
By Xxxxx X. Xxxx
Its Assistant Vice President
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