MACC PRIVATE EQUITIES INC. MORAMERICA CAPITAL CORPORATION
Exhibit
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MORAMERICA
CAPITAL CORPORATION
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September
1, 2007
(Pursuant
to Rule 17F-2)
Cedar
Rapids Bank & Trust
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Ladies
and Gentlemen:
This letter will confirm our agreement
with respect to our designation of Cedar Rapids Bank & Trust (the “Bank”) as
the safekeeping agent for the securities and similar investments of MACC Private
Equities Inc. and MorAmerica Capital Corporation (the
“Corporations”).
The Bank
has been duly designated and appointed by the Boards of the Directors of the
Corporations as the safekeeping agent for the Corporations’ securities and
similar investments pursuant to the Investment Company Act of 1940 and the rules
and regulations of the Securities and Exchange Commission
thereunder.
The securities and similar investments
of the Corporations shall be deposited in the safekeeping of, or in a vault or
other depository maintained by, the Bank, and the securities and similar
investments so deposited shall be physically segregated at all times from those
of any other persons, firms or corporations.
Any two of the following officers (not
to exceed five in number), to wit, the President, Vice President, and Assistant
Secretary of the Corporations are authorized and permitted to have access to the
securities and similar investments so deposited, and such access to such
securities and similar investments so deposited shall be had only by two or more
of such persons jointly, one of which shall be an officer.
Access to such securities and similar
investments shall be permitted to the properly authorized officers and employees
of the Bank. Access to such securities and similar investments shall
be permitted, jointly with any two of the above designated officers of the
Corporations or with any officer or employee of the Bank, to the Corporations’
independent public accountant for the purpose of the examination of the
Corporations' securities and similar investments required by the rules and
regulations of the Securities and Exchange Commission.
Such
securities and similar investments shall at all times be subject to inspection
by the Securities and Exchange Commission through its authorized employees or
agents, accompanied, unless otherwise
directed by order of the Commission, by one or more of the designated officers
of the Corporations, or one or more of the officers or employees of the
Bank.
Each person when depositing such
securities or similar investments in, or withdrawing them from, the Bank, or
when ordering their withdrawal or delivery from the safekeeping of the Bank,
shall sign a notation in duplicate in respect to such deposit, withdrawal or
order which shall show (1) the date and time of deposit, withdrawal or order,
(2) the title and amount of the securities or similar investments deposited,
withdrawn or ordered to be withdrawn, and an identification thereof by a
certificate number or otherwise, (3) the manner of acquisition of the securities
or similar investments deposited, or the purpose for which they have been
withdrawn or ordered to be withdrawn and (4) if withdrawn and delivered to any
other person, the name of such person. A copy of such notation shall
be transmitted promptly by the Bank to the Chairman of the Audit Committee of
the Boards of Directors of the Corporations. Such notation shall be
on serially-numbered forms and shall be preserved for at least one
year.
Such
securities and similar investments shall be verified by complete examination of
an independent public accountant to be retained by the Corporations at least
three times during each fiscal year, at least two of which times shall be chosen
by the said accountant without prior notice to the Corporations.
The
Secretary and the President of the Corporations, and each of them, have been
authorized and directed to certify to the Bank that resolutions incorporating
the terms of this agreement, copies of which are attached, have been duly
adopted, and do further certify the names and specimen signatures, copies of
which are attached, of the officers of the Corporations designated
above.
The
Corporations undertake to notify the Bank of any change in the names and
signatures of the officers of the Corporations designated above.
Your
consideration for the above services shall be $500 per year paid in
advance.
Nothing
in this Safekeeping Agreement shall be construed to affect or restrict a
security interest in or pledge of these securities and similar investments, if
any, granted by other collateral documents.
If the above correctly states our
understanding and agreement, would you kindly indicate your acceptance thereof
by signing the name of the Bank, by its duly authorized officer, in the space
provided below, and return a copy of this agreement to the
Corporations.
Very
truly yours,
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MORAMERICA
CAPITAL CORPORATION
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By:
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By:
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President
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President
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CEDAR
RAPIDS BANK & TRUST
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By:
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Name:
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Title:
Senior Vice President
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