CUSTODY AND RECORDKEEPING AGREEMENT
This Agreement is made this 11th day of December, 1998, by and among UMB BANK,
n.a., a national banking association having its principal office and place of
business at 0000 Xxxxx Xxxxxxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000 (the "Bank"), ND
Resources, Inc., a North Dakota corporation, having its principal office and
place of business at 0 Xxxxx Xxxx, Xxxxx, XX 00000 ("Agent"), and Investors
Research Fund, Inc., a California corporation, having its principal office and
place of business at 0000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxxxx, XX ("Fund").
The effective date of this agreement is to be December 12, 1998.
WHEREAS, Fund is the sponsor of custodial accounts ("Accounts") pursuant to
Custodial Agreements (the "Account Agreements") established for individual
retirement accounts established under the provisions of Section 408 of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (referred to herein collectively as the "Code") Simplified Employee
Pension Plans, Savings Incentive Match Plan for Employees, XXXX IRAs, EDUCATION
IRAs (collectively referred to herein as Individual Retirement Accounts),
403(b) custodial accounts, and Investors Research Fund, Inc. Defined
Contribution Plans pursuant to the provisions of the Investors Research Fund,
Inc., Prototype Defined Contribution Plan adopted by each participating
employer, all of which (Individual Retirement Accounts, 403(b) custodial
accounts, Defined Contribution Plan accounts) are referred to herein as
"Accounts", and
WHEREAS, by this Agreement the Fund desires to appoint the Bank as Custodian
for all accounts established by the Fund as the sponsor of such Accounts
referenced to herein; and
WHEREAS, Fund wishes to appoint the Bank as the custodian for the Accounts; and
WHEREAS, the Bank is willing to accept appointment as Custodian for the
Accounts on the terms and conditions set forth herein; and
WHEREAS, Agent is the transfer agent for Investors Research Fund, Inc, a mutual
fund managed by Fund; and
WHEREAS, the Fund wishes Agent to perform certain administrative and record-
keeping duties relative to the Accounts.
WHEREAS, the Agent desires to perform certain administrative and recordkeeping
duties relative to the Accounts.
NOW, THEREFORE, the parties to this Agreement agree to the following:
1. The Bank represents to Fund and Agent that it is, and as long as the
Accounts and this Agreement are in effect will be, a "Bank" as defined in
Section 401(d)(1) of the Code.
2. Effective as of the date of this Agreement, Fund hereby appoints the
Bank and the Bank hereby accepts appointment as Custodian for the Accounts
previously established and those to be established on or after this date.
The Bank agrees to act as Custodian for the Accounts subject to the terms
hereof, and of each of the Account Agreements, a copy of each of the forms
of which are attached hereto as Exhibit A and incorporated herein by reference.
a. The Bank understands and agrees that from time to time, Fund may
propose amendments to the Account Agreements, whether to comply with then-
current provisions of the Code or otherwise, and such amendments shall take
effect subject to the provisions of the Account Agreements and subject to the
Bank's rights thereunder.
b. The appointment of the Bank as Custodian hereunder is subject to
(i) the terms of the respective Account Agreements; (ii) this Agreement (which
shall govern in case of any inconsistency between the terms of this Agreement
and any of the Account Agreements) and the right of Fund hereunder to terminate
the appointment of the Bank as Custodian under the Account Agreements and to
name a successor Custodian at any time and from time to time on written notice
to the Bank as Custodian under the Account Agreements and to name a successor
Custodian at any time and from time to time on written notice to the Bank, and
(iii) the rights of the Bank and of Fund to terminate such custodianship in
accordance with the terms of the Account Agreements and this Agreement.
3. Agent hereby agrees to diligently perform the following administrative and
recordkeeping duties with respect to the Accounts:
a. Receive, allocate to the appropriate Account, and invest pursuant to
the governing Account Agreements, all contributions made thereunder, in
accordance with the written instructions of the duly authorized directing
authority;
b. Reinvest for each Account all dividends and capital gains or other
distributions payable on the shares credited thereto;
c. Maintain and reconcile Account records and investment transaction
records;
d. Furnish to each Account grantor (with respect to each grantor's
individual Account), promptly after the end of each calendar year, a statement
of such participant's account showing:
1. The net asset value of all full and fractional shares as of the
first and last business days of the calendar year,
2. Contributions to and distributions from the account during the
calendar year, and
3. Earnings reinvested in the account during the calendar year.
e. Furnish to each Account grantor (with respect to each grantor's
individual Account) a confirmation of each transaction;
f. Make distributions from Accounts, including withholding and remittance
of federal income tax, in accordance with the provisions of the Account
Agreements and relevant provisions of the Code and regulations;
g. Furnish information returns and reports to each Account grantor (with
respect to each grantor's individual Account); and
h. Other such functions as the parties may agree to from time to time.
i. Perform all necessary support functions needed by Agent to fulfill its
duties and responsibilities, including but not limited to the following:
1. Approve and calculate any and all and disbursements and distribu-
tions of any type or nature;
2. Furnish information returns and reports to the Internal Revenue
Service as may be required by the Code; and
3. Other such functions as may be required from time to time as the
parties may agree to.
4. Agent may retain the services of a third party to assist in performing the
duties specified in 3(i) above, but shall remain fully responsible for such
third party's actions or inactions.
5. Agent is hereby authorized to sign any Account Agreement or application
for an account by and on behalf of the Bank as Custodian, or endorse any check
or draft or other item payable to the Bank by and on behalf of the Bank as
Custodian, and to designate an employee or employees of Agent as authorized
persons to execute such signatures and endorsements. The Bank shall promptly
transmit, properly endorsed, to Agent any monies, checks or other property
received by the Bank as Custodian for investment for the Accounts.
6. Agent shall collect all custodial fees due in accordance with relevant fee
schedules, and on an annual basis, following such collection, remit such
portion thereof to the Bank as shall be agreed upon by the parties from time to
time, and retain the balance as compensation for its services performed
hereunder.
7. Agent shall furnish to the Bank a quarterly summary of the current status
of each Account showing summary totals of all Accounts.
8. Bank and Agent acknowledge the proprietary and confidential nature of
Fund's list of shareholders, and hereby agree not to disclose to any person the
names of such shareholders without prior written permission from Fund, except
as such disclosure may be required by the Code or other federal law.
9. Agent and Fund agree, jointly and severally, to fully protect the Bank in
relying upon this Agreement and in connection with the duties and responsibil-
ities of the Bank, Agent and Fund under the Account Agreements and this
Agreement, and agree and represent that they will, jointly and severally, fully
indemnify the Bank and save and hold the Bank harmless from and against any
and all claims, damages (including penalties and interest thereon), or
liabilities of any nature whatsoever resulting from or arising out of the
Account Agreements or this Agreement including any actions or inactions
resulting from any third party provider retained by agent, except as may result
from the negligence or willful misconduct of the Bank.
10. No provision of this Agreement shall modify or supersede any provision of
the Transfer Agency Agreements executed by Agent and Fund.
11. his Agreement may be terminated at any time by mutual consent of the Bank,
Agent, or Fund, or upon thirty (30) days' written notice by any party. Upon
termination, the Bank and Agent shall transfer the records of the Accounts as
directed by Fund. Anything herein to the contrary notwithstanding, the
protective covenants and indemnities provided by this Agreement shall survive
the termination of the Agreement and shall continue in effect with respect to
any and all matters arising (or alleged by any third party to have occurred,
whether by way of act or default) during the existence of the Agreement.
12. No modification or amendment of this Agreement shall be valid or binding
on the parties unless made in writing and signed on behalf of each of the
parties by their respective duly authorized officers or representatives.
13. Notices shall be communicated by first class mail, or by such other means
as the parties may agree, to the persons and addresses specified below or to
such other persons and addresses as the parties may specify in writing.
If to Bank: UMB Bank, n.a.
ATTN: XXXXXXX X. XXXX
XX Xxx 000000
Xxxxxx Xxxx, XX 00000
If to Agent: ND Resources, Inc.
ATTN: XXXX XXXXXXXX
X.X. Xxx 000
Xxxxx, XX 00000
If to Fund: Investors Research Fund, Inc.
ATTN: XXXX XXXXXXXXX
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000
14. This Agreement shall be governed by the laws of the State of Missouri.
15. This Agreement may be executed in any number of counterparts, and by the
parties hereto on separate counterparts, each of which when so executed shall
be deemed an original and all of which when taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers under authority of their respective
Boards of Directors, and their corporate seals to be affixed hereto this 11th
day of December, 1998.
UMB BANK, n.a.,
as Custodian
By: /Xxxxxxx X. Xxxx/
Title: Senior Vice President
Employee Benefits Division
Attest: /Xxxxxx Xxxxxxx/
Assistant Secretary
ND RESOURCES, INC.
By: /Xxxx X. Xxxxxxxx/
Title: Shareholder Services Manager
INVESTORS RESEARCH FUND, INC.
By: /Xxxx X. Xxxxxxxxx/
Title: President
