Exhibit 10.45
[Xxxxx & Co. Logo]
CORPORATE CUSTODY AGREEMENT
This agreement between the UNDERSIGNED as Principal and XXXXX BANK N.A.
("Xxxxx") as agent.
(1) Delivery and ownership of the Property. Principal may deliver from time to
time property acceptable to Xxxxx to be held in accordance with this
agreement. Principal is the owner of all property held pursuant to this
agreement, and Xxxxx is acting as agent of the Principal for the purposes
set forth.
(2) Investments. Xxxxx 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 collection of
any item held as the same matures. Instructions may be oral, in writing or
in any other form acceptable to Xxxxx, and Principal assumes all risks
resulting from action taken by Xxxxx in good faith on such instructions.
Temporary and reserve investments may be made by Xxxxx in money market
mutual funds to which Xxxxx or an affiliate provides investment advisory
and other services. Xxxxx 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. Xxxxx 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. Xxxxx 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. Xxxxx may use agents and depositories and may register all or any
part of the property in a nominee of Xxxxx, 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 Xxxxx harmless.
(7) Compensation. The compensation of Xxxxx shall be in accordance with its
established fee schedules in effect from time to time. In addition, to the
extent that assets are invested in mutual funds to which Xxxxx or an
affiliate provides investment advisory and other services, Xxxxx or an
affiliate may receive fees from the mutual funds for such services.
(8) Withdrawal of Property and Termination of Agreement. Principal may
withdraw any and all property held hereunder upon giving Xxxxx written
notice. The final withdrawal of all property held by Agent shall terminate
this agreement. Xxxxx shall have the right to
terminate this agreement at any time upon giving the Principal written
notice. Xxxxx shall deliver the property as soon as practicable upon
either a withdrawal or termination, but prior to delivery may required
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. Xxxxx 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 (check one) the District of Columbia ___ the
State of Maryland ___ or the State of Virginia |X| shall govern the
interpretation of this agreement.
(11) General Information. The Corporation Tax Identification Number is
00-000-0000.
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This agreement shall bind the respective successors and assigns of the Principal
and Agent.
Principal and Xxxxx have executed this agreement in duplicate on November 28,
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2001.
PRINCIPAL:
MCG Capital Corporation
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ATTEST:
/s/ Xxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxxx
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Secretary Name: Xxxxxx X. Xxxxxxxxxx
Title: General Counsel and
Executive Vice President
AGENT:
XXXXX BANK N.A.
ATTEST:
/s/ Xxxxxxx X. Lobe By: [Illegible Signature]
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Trust Officer Sr. Vice President & Trust Officer
CUSTODY ACCOUNT FEE SCHEDULE
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Compensation to Xxxxx Bank N.A. for administration, custody, collection,
recordkeeping and reporting of security portfolios for personal accounts,
institutional accounts, self-directed retirement plans and IRA's is payable in
accordance with the following schedule:
Annual Fee on Market Value of Publicly Traded Financial Assets
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One Quarter of One Percent (.25%) on the first $1,000,000
Fifteen-One Hundredths of One Percent (.15%) of the next $4,000,000
One-Tenth of One Percent (.10%) over $5,000,000
Minimum Annual Fee
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The minimum annual fee shall not be less than $6,000 for accounts holding
individual securities.
Annual Account Administration Fee
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$600 per account
This fee includes monthly or quarterly statements (as preferred by clients) and
a year-end tax advice letter. This account administration fee is in addition to
any annual minimum fee.
Activity Charges
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A fee of $20 per transaction applies to all custody accounts. A transaction is
defined as a purchase, sale or redemption of a security. All transactions in the
Xxxxx Money Market Funds are exempt from activity charges.
Other charges
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This schedule of fees is for normal services required in the management of a
custody account. Conditions sometimes exist, however, which require more than
normal attention and service, such as the payment of bills and estimated
personal income taxes. When these conditions exist, appropriate additional
charges will be made in accordance with our Schedule of Supplemental Fees.
Effective 01-01-2001
