Exhibit 10(i).9
MACC PRIVATE EQUITIES INC.
MORAMERICA CAPITAL CORPORATION
000 Xxxxxx Xxxxxx X.X., Xxxxx 000
Xxxxx Xxxxxx, Xxxx 00000
September 1, 2007
SAFEKEEPING AGREEMENT
(Pursuant to Rule 17F-2)
Cedar Rapids Bank & Trust
000 0xx Xxx. XX,
Xxxxx 000
Xxxxx Xxxxxx, XX 00000
Ladies and Gentlemen:
This letter will confirm our agreement with respect to our designation of
Cedar Rapids Bank & Trust (the "Bank") as the safekeeping agent for the
securities and similar investments of MACC Private Equities Inc. and MorAmerica
Capital Corporation (the "Corporations").
The Bank has been duly designated and appointed by the Boards of the
Directors of the Corporations as the safekeeping agent for the Corporations'
securities and similar investments pursuant to the Investment Company Act of
1940 and the rules and regulations of the Securities and Exchange Commission
thereunder.
The securities and similar investments of the Corporations shall be
deposited in the safekeeping of, or in a vault or other depository maintained
by, the Bank, and the securities and similar investments so deposited shall be
physically segregated at all times from those of any other persons, firms or
corporations.
Any two of the following officers (not to exceed five in number), to wit,
the President, Vice President, and Assistant Secretary of the Corporations are
authorized and permitted to have access to the securities and similar
investments so deposited, and such access to such securities and similar
investments so deposited shall be had only by two or more of such persons
jointly, one of which shall be an officer.
Access to such securities and similar investments shall be permitted to the
properly authorized officers and employees of the Bank. Access to such
securities and similar investments shall be permitted, jointly with any two of
the above designated officers of the Corporations or with any officer or
employee of the Bank, to the Corporations' independent public accountant for the
purpose of the examination of the Corporations' securities and similar
investments required by the rules and regulations of the Securities and Exchange
Commission.
Such securities and similar investments shall at all times be subject to
inspection by the Securities and Exchange Commission through its authorized
employees or agents, accompanied, unless otherwise directed by order of the
Commission, by one or more of the designated officers of the Corporations, or
one or more of the officers or employees of the Bank.
Each person when depositing such securities or similar investments in, or
withdrawing them from, the Bank, or when ordering their withdrawal or delivery
from the safekeeping of the Bank, shall sign a notation in duplicate in respect
to such deposit, withdrawal or order which shall show (1) the date
and time of deposit, withdrawal or order, (2) the title and amount of the
securities or similar investments deposited, withdrawn or ordered to be
withdrawn, and an identification thereof by a certificate number or otherwise,
(3) the manner of acquisition of the securities or similar investments
deposited, or the purpose for which they have been withdrawn or ordered to be
withdrawn and (4) if withdrawn and delivered to any other person, the name of
such person. A copy of such notation shall be transmitted promptly by the Bank
to the Chairman of the Audit Committee of the Boards of Directors of the
Corporations. Such notation shall be on serially-numbered forms and shall be
preserved for at least one year.
Such securities and similar investments shall be verified by complete
examination of an independent public accountant to be retained by the
Corporations at least three times during each fiscal year, at least two of which
times shall be chosen by the said accountant without prior notice to the
Corporations.
The Secretary and the President of the Corporations, and each of them, have
been authorized and directed to certify to the Bank that resolutions
incorporating the terms of this agreement, copies of which are attached, have
been duly adopted, and do further certify the names and specimen signatures,
copies of which are attached, of the officers of the Corporations designated
above.
The Corporations undertake to notify the Bank of any change in the names
and signatures of the officers of the Corporations designated above.
Your consideration for the above services shall be $500 per year paid in
advance.
Nothing in this Safekeeping Agreement shall be construed to affect or
restrict a security interest in or pledge of these securities and similar
investments, if any, granted by other collateral documents.
If the above correctly states our understanding and agreement, would you
kindly indicate your acceptance thereof by signing the name of the Bank, by its
duly authorized officer, in the space provided below, and return a copy of this
agreement to the Corporations.
Very truly yours,
MACC PRIVATE EQUITIES INC. MORAMERICA CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------- ---------------------------------
Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx
President President
CEDAR RAPIDS BANK & TRUST
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
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