Attachment 4 - Joint Custody Agreement.pdf

Rev. 01/2021

JOINT CUSTODY AGREEMENT

THIS AGREEMENT is made and entered into as of this ______ day of____________________ 20____ by and among the MISSOURI DEPARTMENT OF COMMERCE AND INSURANCE, DIVISION OF INSURANCE COMPANY REGULATION, an agency of state government (hereinafter referred to as “DCI”); FINANCIAL INSTITUTION, a Missouri trust company (hereinafter referred to as “Custodian”); and, ________________________________________________, a company regulated by DCI (hereinafter referred to as “Company”).

RECITALS:

A. Custodian has been approved by DCI as an appropriate banking institution to act as legal depository of securities;

B. Such deposits are required to be the kind and character prescribed by law; and

C. Company, in order to comply with law and DCI rules, desires to retain Custodian to safekeep and hold the required securities; and Custodian is willing to do so under the conditions hereinafter set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. From time to time Company shall deliver to Custodian the securities required by applicable law and/or regulation to be deposited with and held by Custodian; and Custodian shall hold such securities until Custodian’s receipt of a statement in writing signed by a representative of DCI releasing all or any part of the securities. Upon receipt of such written instructions signed by a representative of DCI, Custodian is authorized to release and deliver the released securities held hereunder to Company.

2. Upon demand in writing signed by a representative of DCI, Custodian shall deliver to DCI such securities in the possession of Custodian as are demanded by DCI, and Custodian shall thereby be discharged of all further responsibility in respect to the securities surrendered to

DCI.

3. Unless or until Custodian is otherwise directed in a writing signed by a representative of DCI, Custodian shall pay all interest and other income arising from or related to the securities in its possession to Company.

4. Upon Custodian’s receipt of securities from Company to be held by Custodian pursuant to the terms of this Agreement, Custodian shall promptly execute a written receipt identifying the securities so deposited with Custodian (and pledged to DCI) in reasonable detail. Such receipts, which shall be neither transferable nor assignable, shall be furnished to Company and be accepted by the parties as sufficient evidence of the deposit of such securities with Custodian. The return of the receipt is not required for the release of any or all of said securities.

5. Upon reasonable notice and receipt of written instructions signed by authorized officer(s) of Company pursuant to Company’s banking resolution, Custodian will permit representatives of Company and DCI, together with an independent accountant selected by Company, to enter into Custodian's premises to examine Custodian's records relating to securities held by Custodian pursuant to this Agreement.

6. Upon Company's reasonable request and at its expense, Custodian and its agents shall deliver copies of: (1) all records relating to the securities received from a clearing corporation or the Federal Reserve book-entry system which the clearing corporation or the Federal Reserve permits to be redistributed; and (ii) all reports prepared by Custodian's outside auditors in connection with their respective systems of internal control.

7. To the extent that certain information maintained by Custodian is required by Company in the preparation of its annual report and supporting schedules, Custodian shall maintain records sufficient to determine and verify such information.

8. Custodian shall exercise the same care in holding and disposing of the securities deposited with Custodian pursuant to this Agreement as it does in protecting and disposing of its own securities (but in no event less than a reasonable standard of care), but Custodian assumes no responsibility other than for the safekeeping and disposition of said securities and the proceeds thereof as provided in this Agreement.

9. Custodian shall not be liable for collection items until the proceeds of such items have been received by Custodian in actual cash, nor shall Custodian be liable in any respect on account of the identity, authority or rights of any person executing or delivering, or purporting to execute or deliver, any document, directive, or paper received hereunder, provided such document, directive, or paper is signed by authorized individual(s) pursuant to Company’s banking resolution and it may rely upon such document, directive or paper reasonably believed by it to be authentic in making any delivery of money or securities under this Agreement.

10. Notwithstanding anything herein contained to the contrary, Custodian shall not in any event be liable for any failure to take any action required to be taken by Custodian under this Agreement in the event and to the extent that the taking of such action is prevented or delayed by war (whether declared or not and including existing wars), revolution, insurrection, riot, civil disturbance, act of God, accident, fire, explosions, terrorist acts, stoppage of labor, strikes or other differences with employees, laws, regulations, orders or other acts of any governmental authority, or any other cause whatever beyond Custodian's reasonable control.

11. Custodian shall receive compensation for its services under this Agreement as shown on Exhibit A attached hereto and incorporated herein by this reference which is in accordance with the pricing page in the Invitation for Bid, bid response and the contract with DCI.

12. This Agreement shall be executed by the parties and an original counterpart shall be retained by Custodian. This Agreement is neither assignable nor transferable, and there is no requirement that the Agreement be returned to Custodian before delivery of any securities held pursuant thereto.

13. Custodian may hold securities in bulk with securities of the class of the same issues and the securities held on behalf of Company may be co-mingled with securities held by Custodian on behalf of other companies.

14. Certificated securities of the Company shall be held separate from the securities of Custodian and of all of its other companies.

15. Custodian shall provide upon written request from a regulator or an authorized officer of the Company, the appropriate affidavits, with respect to the Company’s securities held by Custodian.

16. Custodian shall be obligated to indemnify Company for any loss of securities of Company held by Custodian, except that, unless domiciliary state law, regulation, or administrative action otherwise require a stricter standard, Custodian shall not be so obligated to the extent that such loss was caused by other than the negligence or dishonesty of Custodian, or breach of this Agreement by Custodian.

17. In the event of a loss of the securities for which Custodian is obligated to indemnify Company, Custodian shall either (a) replace the securities; or (b) pay the Company the value of the securities and the value of any loss of right or privileges, such value to be determined based upon the market value of the securities which are the subject of such loss as of the date of discovery of such loss.

18. Custodian shall secure and maintain the usual and customary insurance coverage for custodial banking risks at levels considered satisfactory to Company and, upon request of Company, shall provide evidence of such insurance coverage.

19. In the event Custodian gains entry in a clearing corporation through an agent, Custodian shall enter into an agreement with the agent under which the agent shall be subject to the same liability for loss of custodied securities as Custodian. If the agent is governed by laws that differ from the regulation of Custodian, the Commissioner of Insurance of the state of domicile may accept a standard of liability applicable to the agent that is different from the standard liability.

20. This Agreement may be terminated for cause or without cause upon sixty (60) days prior written notice delivered by the terminating party to the other parties to this Agreement, and upon approval of DCI first obtained.

21. If the Agreement has been terminated or if 100% of the account assets in any one custody account have been withdrawn, Custodian shall provide written notification, within (3) three business days of termination or withdrawal, to the Company’s domiciliary commissioner or director.

22. The foreign bank acting as a custodian, or a US custodian’s foreign agent, or a foreign clearing corporation is only holding foreign securities or securities required by the foreign country in order for the Company to do business in that country. A US custodian must hold all other securities.

23. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date above indicated.

Company: Financial Institution

By: By:

Name: Name:

Title: Title:

Missouri Department of Commerce and Insurance (DCI), Division of Insurance Company Regulation

By:

Name:

Title: