Exhibit g
CUSTODY AGREEMENT
This agreement (the "Agreement") is entered into as of the 20th day of June,
2005, by and between The NorthQuest Capital Fund, Inc. (the "Corporation"), a
corporation organized under the laws of the State of New Jersey and having of-
fice at 00 Xxxxxxx Xxxx, Xxxxx Xxxx, XX 00000 acting for and on behalf of The
NorthQuest Capital Fund, Inc. (the "Fund"), which is operated and maintained by
the Corporation for the benefit of the holders of shares of each Fund, and
Xxxxxxx Xxxxxx & Company, Inc. (the "Intermediary Custodian"), having an office
and place of business at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.
Whereas, the Fund and the Intermediary Custodian desire to enter into this
Agreement to provide for the custody and safekeeping of the assets of the Fund
as required by the Investment Company Act of 1940, as amended (the "Act").
Whereas, the Fund hereby appoints the Intermediary Custodian as custodian of
designated Fund securities and moneys at any time owned by the Fund during the
term of the Agreement (the "Fund's Assets").
Whereas, the Intermediary Custodian hereby accepts such appointment as Inter-
mediary Custodian and agrees to perform the duties thereof as hereinafter set
forth.
Therefore, in consideration of the mutual promises hereinafter set forth, the
Fund and Intermediary Custodian agree as follows:
ARTICLE I
Custody of Fund Assets
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A. The Intermediary Custodian shall open and maintain a separate brokerage ac-
count or accounts in the United States in the name of the Fund and shall hold
cash received by it or for the account in accordance with Rule 17f-4 under
the Investment Company Act of 1940. Moneys held by the Intermediary Custodian
on behalf of the Fund may be deposited by the Intermediary Custodian to its
credit as Intermediary Custodian in a Money Market account of the Intermedi-
ary Custodian. Such moneys will be deposited by the Intermediary Custodian in
its capacity as such, and shall be withdrawable by the Intermediary Custodian
only in such capacity.
B. The Intermediary Custodian shall hold all securities delivered to it in
safekeeping in a separate brokerage account or accounts maintained at Xxxxxxx
Xxxxxx & Company, Inc. for the benefit of the Fund.
C. Fund securities which are issued or issuable only in bearer form, shall be
held by the Intermediary Custodian in that form; all other securities held
for the Fund shall be registered in street name at the Intermediary Custodian
and maintained in bookkeeping entry by a "securities depository" which is a
"clearing corporation" that is registered with the Securities and Exchange
Commission as a clearing agency, or a Federal Reserve Bank or other person
authorized to operate the federal book-entry system for U.S. Treasury securi-
ties.
D. The Intermediary Custodian shall not be affiliated with the Fund.
E. The Intermediary Custodian shall exercise due care in accordance with resson-
able commercial standards in discharging its duty as a securities intermedi-
ary to obtain and thereafter maintain such financial assets.
F. The Intermediary Custodian shall provide promptly, upon request by the Fund,
such reports as are available concerning internal accounting controls and
financial strength of Intermediary Custodian.
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ARTICLE II
Purchase and Sale of Securities
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A. The Fund's purchases and sales of securities will be conducted according to
those brokerage services offered by the Intermediary Custodian. The Intermed-
iary shall treat all records and other information relating to the Fund, the
Fund's portfolio securites and the Fund assets as confidential and shall not
disclose any such records or information to any person unless (i) the Fund
consented thereto in writing or (ii) such disclosure is required by law. The
Intermediary Custodian also has an obligation not to use this information for
trading purposes.
ARTICLE III
Termination
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A. Either of the parties hereto may terminate this Agreement for any reason by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than (90) days after the date of giving
of such notice.
ARTICLE IV
Miscellaneous
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A. The obligation set forth in this Agreement as having been made by the Fund
have been made by the Board of Directors, acting as such Directors for and
on the behalf of the Fund, pursuant to the authority vested in them under
laws of the State of New jersey, Articles of Incorporation and the By-Laws
of the Fund. This Agreement has been executed by the Officers, and not
individually, and the obligations contained herein are not binding upon any
Directors, Officers, agents or holders of shares, personally, but bind only
the Fund.
B. This Agreement may not amended or modified in any manner except by a written
agreement executed by both parties with the same formality as this Agree-
ment, and authorized and approved by a resolution of the Board of Directors
of the Fund.
C. This Agreement shall extend to and shall be binding upon the parties hereto,
and their respective successors and assign; provided, however, that this
Agreement shall not be assignable by the Fund or by the Intermediary Custo-
xxxx, and no attempted assignment by the Fund or the Intermediary Custodian
shall be effective without the written consent of the other party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be Exe-
cuted by their respective Officers, thereunto duly authorized as of the day
and year first above written.
NorthQuest Capital Fund, Inc. Xxxxxxx Xxxxxx & Company, Inc.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxx Xxxxxx
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Xxxxx X. Xxxxxx Xxxxx Xxxxxx
President Financial Consultant
06/20/05 06/14/05
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