CORPORATE CUSTODY AGREEMENT
This agreement is between the UNDERSIGNED as Principal and Southwest Bank
of Texas, N.A. ("Southwest") as Agent.
1. DELIVERY AND OWNERSHIP OF THE PROPERTY. Principal may deliver from
time to time property acceptable to Southwest to be held in accordance with this
agreement. Principal is the owner of all property held pursuant to this
agreement, and Southwest is acting as agent of the Principal for the purposes
set forth below.
2. INVESTMENTS. Southwest 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 Southwest, and Principal assumes all risks
resulting from action taken by Southwest in good faith on such instructions.
Southwest 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. Southwest shall receive the income on the property held by it
and after payment of expenses remit the net income as Principal may instruct.
4. STATEMENTS. Southwest 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. Southwest may register all or any part of the property in a
nominee of Southwest, 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 Southwest harmless.
7. COMPENSATION. The compensation of Southwest shall be in accordance
with its established fee schedules in effect from time to time. Southwest shall
be entitled to reimbursement for expenses.
8. WITHDRAWAL OF PROPERTY AND TERMINATION OF AGREEMENT. Principal may
withdraw any and all property held hereunder upon giving Southwest written
notice. The final withdrawal of all property held by Agent shall terminate this
agreement. Southwest shall have the right to terminate this agreement at any
time upon giving the Principal written notice. Southwest shall
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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.
9. AUTHORITY OF PRINCIPAL. Principal certifies that it has corporate
authority to enter into this agreement. A certified copy of a resolution
authorizing the opening of the account and stating the names of the corporate
officers duly authorized to act on behalf of Principal is attached hereto.
Southwest is authorized to follow any and all instructions received by it from
such person or persons until receipt by it of a certified copy of a new
resolution conferring such authority upon another person or persons.
10. LAW GOVERNING. The laws of Texas shall govern the interpretation of
this agreement.
11. GENERAL INFORMATION. The Corporation Tax Identification Number is
00-0000000.
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This agreement shall bind the respective successors and assigns of the
Principal and Agent. Principal and Southwest have executed this agreement in
duplicate on the dates set forth below.
PRINCIPAL
MGi2, Inc.
ATTEST:
By:
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Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Date: April 10, 2000
AGENT:
Southwest Bank of Texas, N.A.
ATTEST:
By:
------------------------------------- -------------------------------------
Name: ----------------------------------
Title: Authorized Officer
Date: April , 2000
