Exhibit G
Custody Agreement between the Registrant and Rushmore Trust and
Savings, FSB
CUSTODY AGREEMENT BETWEEN
AMERICAN GAS INDEX FUND, INC.
AND
RUSHMORE TRUST AND SAVINGS BANK, FSB
This Agreement (the "Agreement") is entered into this 22nd day of
May, 1992 by and between American Gas Index Fun, Inc. (the "Fund") and
Rushmore Trust and Savings Bank, FSB (the "Custodian").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the
Fund and the Custodian, intending to be legally bound hereby, agree as
follows:
1. APPOINTMENT OF CUSTODIAN. The Fund hereby designates and
appoints the Custodian, subject to the provisions hereof. In
connection with such appointment, the Fund shall promptly deliver to
the Custodian certified or authenticated copies of its Charter and By-
laws, all amendments thereto, certified resolutions of its Board of
Directors appointing the Custodian and certified copies of such other
resolutions of its Board of Directors, contracts and other documents
as may be reasonably required by the Custodian.
2. DELIVERY OF ASSETS. The Fund shall, on receipt, promptly
deliver and pay or cause to be delivered and paid to the Custodian all
securities and cash hereafter acquired by the Fund.
3. DUTIES OF THE CUSTODIAN. The Custodian shall have and
perform the following powers and duties with reference to the
portfolio securities and cash of the Fund:
(a) Safekeeping of Securities. To keep safely the securities of
the Fund in its possession, in a depository or by book entry, and to
receive for such safekeeping delivery of securities acquired by the
Fund from time to time. The Custodian may hold such securities in
bearer form, registered in the name of the Fund, registered in the
name of the nominee of the Custodian or registered in the name of the
nominee of any depository of the Custodian.
(b) Sales and Redemptions. To make delivery of securities which
have been sold for the account of the Fund upon receipt of proper
instructions, or which have been called, exchanged, redeemed, retired
or otherwise become payable, such delivery to be made only upon
payment therefore, in cash or in such other proper medium of payment
as may be acceptable to the Custodian in the reasonable exercise of
its discretion, or as such instructions may designate.
(c) Cash Accounts. To retain all cash of the Fund in a separate
account or accounts in the name of the Fund subject only to draft or
order by the Bank, as Custodian, in accordance with the terms of this
Agreement. All monies received by the Custodian from or for the
account of the Fund shall be deposited in said account or accounts.
(d) Purchases. Upon receipt of proper instructions, and insofar
as funds are available for the purpose, to pay for all securities
purchased from the account of the Fund, payment being made only upon
receipt of the securities in bearer form or registered in form
satisfactory to the Custodian.
(e) Collections. Unless otherwise directed by receipt of proper
instructions, to collect and receive all income with respect to the
securities held hereunder, and to do all other things necessary and
proper in connection with the collection of such items, including but
not limited to the authority to:
(i) present for payment all income items requiring presentation;
(ii) present for payment all securities which may mature or be
called, redeemed, retired, or otherwise become payable;
(iii) endorse for collection, for the account of the Fund,
checks, drafts, or other negotiable instruments.
(f) Sales of Shares of the Funds. To receive all considerations
paid into the Fund in connection with the issuance of shares of the
Fund and to deposit such considerations in the account or accounts
maintained hereunder.
(g) Redemption of Shares. Upon the request of the Fund, the
Custodian shall pay such sums to the Fund, its redemption agent or its
shareholders as the Fund may advise the Custodian are necessary in
connection with a redemption of shares of the Fund.
(h) Dividends and Distributions. Upon receipt of proper
instructions, to release available funds to the Fund or its disbursing
agent for the payment of dividends or other distributions payable in
cash to shareholders of the Fund.
(i) Transfer of Funds. Prohibit the Custodian's transfer of
funds upon receipt by the Custodian directly of a telephone purchase
or redemption request. The Custodian should forward all requests for
purchases and redemptions made by telephone directly to the Fund for
proper processing.
(j) Other Payments of Cash. Upon receipt of proper
instructions, to release available funds to the Fund or cause to be
paid on behalf of the Fund, insofar as funds are available, for the
following particular purposes: such taxes, interest charges,
investment advisory fees, administrative fees, and legal fees as well
as such amounts payable in connection with the conversion or exchange
of securities owned by the Fund or for other proper purposes of the
Fund as may be approved generally or from time to time by the
Treasurer or such other person or persons as the Board of Directors of
the Fund may authorize, except that if such payment is made for other
proper corporate purposes not otherwise specified above in this
Agreement, it shall be made only upon receipt of proper instructions
together with a certified copy of a resolution of the Board of
Directors of the Fund setting forth the purpose for which such payment
is to be made, declaring such purpose to be a proper corporate purpose
and naming the persons or persons to whom such payment is to be made.
(4) OTHER DUTIES AS CUSTODIAN. The Custodian shall perform
other duties on behalf of the Fund as follows:
(a) Accounts and Statements. To send daily statements of cash
transactions to the Fund and such listings of securities held by the
Custodian for the account of the Fund as may from time to time be
requested by the Fund.
(b) Retention of Records. To preserve for the periods required
in Section 31a-2 of the General Rules and Regulations under the
Investment Company Act of 1940 such records maintained by it as are
required to be maintained by Section 31a-1 of such rules. Unless
otherwise instructed by the Fund, the Custodian shall maintain its
records in such form that the securities held by it for the Fund shall
at all times by identifiable by date of purchase and purchase price
per share or unit. Said records shall be available at the office of
the Custodian for inspection by the Fund or its agents at reasonable
times.
(c) Reports. To assist the Fund in the (a) preparation of
reports to shareholders of the Fund, the Federal Securities and
Exchange Commission, the various state "Blue Sky" authorities and
others, (b) audits of accounts and (c) other ministerial matters of
like nature.
(d) Miscellaneous. In general to attend to all non-
discretionary details in connection with the sale, exchange,
substitution, purchase, transfer or other dealing with the portfolio
securities and cash of the Fund entrusted to its care except as
otherwise directed from time to time by proper instructions.
(5) MATTERS OF GENERAL APPLICATION
(a) Investments and Limitations. In performing its duties
generally, and more particularly in connection with the purchase, sale
and exchange of securities made by or for the Fund, the Custodian may
take cognizance of the provisions of the Charter and By-Laws of the
Fund as from time to time amended, but, nevertheless, except as
otherwise expressly provided herein, it may assume unless and until
notified in writing to the contrary that so called proper instructions
received by it are not in conflict with or in any way contrary to any
provisions of said Charter or By-Laws, as amended, or resolutions or
proceedings of the Board of Directors of the Fund.
(b) Proper Instructions. For purposes of this Agreement, the
Custodian shall be deemed to have received "proper instructions" upon
receipt of written instructions signed by a majority of the Directors
of the Fund or by such person or persons as the Board of Directors
shall have from time to time authorized to give particular class of
instructions in question. Different persons may be authorized to give
instructions for different purposes. A certified copy of a resolution
or action of the Board of Directors of the Fund including facsimile
signatures of such person or persons, may be received and accepted by
the Custodian as conclusive evidence of the authority of such person
or persons to act and may be considered as in full force and effect
until receipt of written notice to the contrary. Such instructions
may be general or specific in terms.
(c) Reliance Upon Instructions. The Custodian shall be
protected in acting upon any instruction, notice, request, consent,
certificate or other instrument or paper believed by it to be genuine,
and to have been properly authorized and executed and shall, unless
otherwise specifically provided herein, be entitled to receive as
conclusive proof for any fact or matter required to be ascertained by
its hereunder, a certificate signed by the Secretary of the Fund with
respect to corporate proceedings of the Fund or otherwise by two
officers of the Fund then authorized to give instructions under
paragraph 5(b) hereof.
(d) Indemnification. The Fund shall be indemnified for any loss
it sustains as a result of any embezzlement of the Fund's assets by
the Custodian, its agent, officers, directors or employees. The
Custodian shall provide a blanket indemnification to the Fund for any
loss it sustains as a result of any omission of the Custodian, its
agents, officers, directors, or employees in administering or
performing any and all of its obligations under the Agreement.
6. COMPENSATION. The Fund shall pay to the Custodian such
compensation and at such time as may from time to time be agreed upon
in writing by the Fund and the Custodian.
7. TERMINATION. Either party may terminate this Agreement by
notice in writing delivered or mailed, postage prepaid, to the other
party hereto not less than thirty (30) days prior to the date of which
such termination shall take place. In the event of the legal
inability of the Custodian to serve hereunder or of termination of
this Agreement as aforesaid by either party, the Fund shall forthwith
appoint a bank, Federal savings bank or trust company of good standing
as successor custodian, and the Custodian shall deliver all funds and
all securities of the Fund, duly endorsed and in form for transfer, to
such successor custodian. If while this Agreement is in force the
Fund shall be liquidated pursuant to law, the Custodian shall
distribute either in cash or (if the Fund so orders by proper
instructions), in kind, prorata among the holders of shares in the
Fund, the securities and property of the Fund which remains after
paying or satisfying all expenses and liabilities of the Fund.
8. LAW OF CONTRACT. This agreement is executed and delivered in
the State of Maryland and shall be subject to and be construed
according to the laws of said State of Maryland.
9. NOTICES. Notices and other writings shall be deemed to have
been properly delivered or given hereunder to the respective addresses
if delivered or mailed, postage prepaid, to the appropriate party at
the address set forth below:
If to the Fund:
American Gas Index Fund
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
If to the Custodian:
Rushmore Trust and Savings Bank, FSB
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
10. LIABILITY WAIVED. Neither the holders of shares in the
Funds nor the Directors of the Fund shall be personally liable
hereunder.
11. SUCCESSORS. This Agreement shall be binding on and shall
inure to the benefit of the Fund and the Custodian and their
respective successors.
12. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly
authorized officer on the day and year first above written.
ATTEST: AMERICAN GAS INDEX FUND
/s/ Xxxxxxx X. Major By: /s/ Xxxxxxx X. Xxxxxx
Chairman of the Board
/s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
Executive Vice President
ATTEST: RUSHMORE TRUST AND SAVINGS BANK, FSB:
/s/ Xxxxx Xxxx By: /s/ Xxxxxxxx X. Xxxx
SCHEDULE A
Effective with the execution of this Agreement, the Custodian
shall be compensated for its services as follows:
5 basis points on the market value of the Fund
SCHEDULE B
In an effort to permit direct communications between a company
which issues securities and the shareholder who votes those securities,
the Securities and Exchange Commission has adopted Rule 14b-1 (c).
The Securities and Exchange Commission Rule directs us to
contact each customer for whom we hold securities and determine whether
or not you authorize us to provide your name, address and share
position to requesting companies whose stock you own. If you tell us
"no", we will not provide this information to requesting companies. If
you tell us "yes", we will provide the information. Under the Rule,
you "yes" or "no" will apply to all securities that we hold for you.
We may provide this information either directly to the
requesting companies or through a third party vendor.
For your protection, the Rule prohibit the requesting company from
using you name and address for any purpose other than corporate
communications.
Please complete the authorization below by checking one of
the alternatives. Under the law, unless you indicate your objection in
writing, you are deemed to "not object".
YES ( X ) You are authorized to release my name, address, and
share positions to requesting issuers.
NO ( ) You are not authorized to release my name, address
or share positions to requesting issuers.
/s/ Xxxxxxx X. Xxxxxx June 10, 1992
Authorized signature Date
RUSHMORE TRUST
January 24, 1997
Xx. Xxxxxxx X. Xxxxxx
Chairman of the Board
American Gas Index Fund, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
I have enclosed a revised Schedule A, the fee schedule, of the Custody
Agreement between the American Gas Index Fund, Inc. and Rushmore Trust
and Savings, FSB. This revision states that the compensation for
custody services provided is an internal allocation of a fee described
in the Administrative Services Agreement between our companies.
Please date and sign below to indicate acceptance of this revised
schedule.
Should you have any questions, call me at (000) 000-0000.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Vice President and Trust Manager
Accepted: /s/ Xxxxxxx X. Xxxxxx
Date: 1-29-97
SCHEDULE A
The fees for Custodian services is an internal allocation of the fee
described in the Administrative Services Agreement between American Gas
Index Fund, Inc. and Rushmore Trust and Savings, FSB.
