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EXHIBIT J.1
02164201 ALLIED CAPITAL LENDING CORPORATION
CUSTODY AGREEMENT
This agreement is between the UNDERSIGNED as Principal and XXXXX BANK N.A.
("Xxxxx") as agent.
(1) DELIVERY AND OWNERSHIP OF THE PROPERTY. Principal may deliver from time
to time property acceptable to Xxxxx to be held in accordance with
this agreement. Principal is the owner of all property held pursuant
to this agreement, and Xxxxx is acting as agent of the Principal for
the purposes set forth below.
(2) INVESTMENTS. Xxxxx shall invest, sell, reinvest, and make other
disposition of property only upon the instructions of Principal or
of any Investment Adviser employed by Principal and shall undertake
the collection of any item held as the same matures. Instructions may
be oral, in writing or in any other form acceptable to Xxxxx, and
Principal assumes all risks resulting from action taken by Xxxxx in
good faith on such instructions. Temporary and reserve investments
may be made by Xxxxx in money market mutual funds to which Xxxxx or an
affiliate provides investment advisory and other services. Xxxxx
shall not be required to comply with any direction to purchase
securities unless there is sufficient cash available, or with any
direction to sell securities unless such securities are held in the
account at the time in deliverable form. Expenses incurred in
effecting any of the foregoing transactions shall be charged to the
account.
(3) INCOME. Xxxxx shall receive the income on the property held by it and
after payment of expenses remit the net income as the Principal may
instruct.
(4) STATEMENTS. Xxxxx shall furnish periodically to Principal statements of
assets and statements of receipts and disbursements and shall
furnish annually data for the preceding year to assist Principal
in preparing returns for income tax purposes on the property held by
agent.
(5) NOMINEE. Xxxxx may use agents and depositories and may register all or
any part of the property in a nominee of Xxxxx, or may retain it
unregistered and in bearer form.
(6) PAYMENT OF TAXES. Principal is responsible for the payment of all taxes
assessed on or with respect to any property held by agent and any
income received and agrees to hold Xxxxx harmless therefor.
(7) COMPENSATION. The compensation of Xxxxx shall be in accordance with its
established fee schedules in effect from time to time. In addition,
to the extent that assets are invested in mutual funds to which Xxxxx
or an affiliate provides investment advisory and other services,
Xxxxx or an affiliate may receive fees from the mutual funds for such
services.
(8) WITHDRAWAL OF PROPERTY AND TERMINATION OF AGREEMENT. Principal may
withdraw any and all property held by agent upon giving Xxxxx written
notice. The final withdrawal of all property held by agent shall
terminate this agreement. Xxxxx shall have the right to terminate
this agreement at any time upon giving the Principal written notice.
Xxxxx shall deliver the property as soon as practicable upon either a
withdrawal or termination, but prior to delivery may require
re-registration of any property held in nominee form.
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(9) DEATH OF PRINCIPAL. Upon the death of the Principal, this agreement
terminates and Xxxxx shall distribute all property then held less
its charges and expenses to the legally qualified personal
representative of the Principal.
(10) LAW GOVERNING. The laws of (check one) the District of Columbia ( ), the
State of Maryland (X), the State of Virginia ( ) shall govern the
interpretation of this agreement.
This agreement shall bind the heirs, distributees, legal representatives, and
assigns of the Principal and shall bind the successors and assigns of Xxxxx.
Principal and Xxxxx have executed this agreement in duplicate on July 30,
1997.
WITNESS: 02164201 ALLIED CAPITAL LENDING CORPORATION
/s/ XXXXX ROLL /s/ XXX X. XXXXXX
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PRINCIPAL
ATTEST: XXXXX BANK N.A.
/s/ XXXXXXX X. XXXX By: /s/ [SIG]
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Trust Officer Vice President & Trust Officer
