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 .
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.
8. NOTICES. Notices to the Owner shall be directed and mailed
as follows: ND HOLDINGS INC. XXX XXXXX XXXX XXXXXX
XXXXXXXXX: XX. XXXXX XXXXXXX XXXXX, XX 00000
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 , 2001.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first written above.
OWNER
ND HOLDINGS INC.
By
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Its
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CUSTODIAN
Xxxxx Fargo Bank Minnesota, National Association
By
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Its
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SCHEDULE A
ND HOLDINGS INC.
XXXXX FARGO INSTITUTIONAL TRUST & CUSTODY
Annual Pricing Schedule Effective October 15, 2001
ANNUAL ACCOUNT SAFEKEEPING FEES:
Per Account Fee $1,000.00
Domestic Administration 0.0001
ANNUAL TRANSACTION CHARGES:
Domestic Depository Settlement $10.00
Fed Wire Charge / Check Issuance $10.00
Repetitive Internal ACH Waived
Future/Option Settlements $15.00
Physical Settlements $25.00
Mutual Fund Settlements $15.00
On-Line Access (WellsNet TPR) $2,600.00
PRICING NOTES:
This pricing schedule is strictly confidential and for the above
referenced client.
This pricing schedule is good for 90 days and will be reviewed after
six months of billable activity.
Fees are calculated and billed through account analysis on a
quarterly basis.
The pricing schedule is for domestic depository assets only.
There is no charge for the collection and posting of interest income
and dividends.
This pricing schedule is based on the information provided by ND
Holdings Inc. to Xxxxx Fargo Bank Minnesota. Material changes in the
portfolio and/or portfolio activity will warrant a review and
potential adjustment of this pricing schedule.