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Financial Agency Agreement for Custodian Services

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CUSTODIAN AGREEMENT

THIS AGREEMENT, made this day of , by and between , a Minnesota corporation (hereinafter called the "Fund"), and , a national banking association organized and existing under the laws of the United States of America with its principal place of business at (hereinafter called the "Custodian").

WITNESSETH:

WHEREAS, the Fund is a mutual fund that currently offers its shares in four series - , , and .

WHEREAS, the Fund desires that its securities and cash shall be hereafter held and administered by the Custodian, pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein made, the Fund and the Custodian agree as follows:

ARTICLE 1. DEFINITIONS

The word "Securities" as used herein shall be construed to include, without being limited to, shares, stocks, treasury stocks, options, notes, bonds, debentures, evidences of indebtedness, certificates of interest or participation, collateral trust certificates, reorganization certificates, transferable shares, investment contracts, voting trust certificates, certificates of deposit, fractional interests in mineral rights, warrants, acceptances and other obligations, and any other interest or instrument commonly known as a security or commodity.

The word "Series" shall refer individually or collectively, as the context requires, to Growth Equity Fund, Value Equity Fund, Technology Fund, Bond Fund, and any further series of common stock of the Fund created hereafter.

The words "Written Order from the Fund" or "Written Order" shall mean a request or direction or certification in writing directed to the Custodian and signed in the name of the Fund by any two of the individuals designated in the current certified list referred to in Article 2.

ARTICLE 2. NAMES TITLES AND SIGNATURES OF FUND'S OFFICERS

The Fund shall certify to the Custodian the names, titles, and signatures of officers and other persons who are authorized to give Written Orders to the Custodian on behalf of each individual Series of the Fund.

ARTICLE 3. RECEIPT AND DISBURSING OF MONEY

Section 1. The Fund shall from time to time cause cash owned by the Fund to be delivered or paid to the Custodian for the account of any Series.

(a) for bills, statements and other obligations of Fund pursuant to Written Orders from the Fund setting forth the name of the person to whom payment is to be made, the amount of the payment, and the purpose of the payment;

(b) as provided in Article 4 hereof; and

(c) upon the termination of this Agreement.

Section 2. The Custodian is hereby appointed the attorney-in-fact of the Fund to enforce and collect all checks, drafts, or other orders for the payment of money received by the Custodian for the account of the Fund.

ARTICLE 4. RECEIPT OF SECURITIES

The Fund agrees to place all of its Securities in the custody of the Custodian but the Custodian shall not be under any obligation or duty to determine whether all Securities of the Fund are being so deposited.

The Custodian also agrees, upon Written Order from the Fund, to receive from persons other than the Fund and to hold for the account of the Fund Securities specified in said Written Order.

ARTICLE 5. TRANSFER, EXCHANGE, REDELIVERY, ETC. OF SECURITIES

The Custodian agrees to transfer, exchange, or deliver Securities as provided in Article 6, or on receipt by it of, and in accordance with, a Written Order from the Fund.

(a) In the case of deliveries of Securities sold by the Fund, against receipt by the Custodian of the proceeds of sale and after receipt of a confirmation from a broker or dealer with respect to the transaction;

(b) In the case of deliveries of Securities which may mature or be called, redeemed, retired, or otherwise become payable, against receipt by the Custodian of the sums payable thereon or against interim receipts or other proper delivery receipts;

(c) In the case of deliveries of Securities to be transferred to and registered in the name of the Fund or of a nominee of the Custodian and delivered to the Custodian for the account of the Fund, against receipt by the Custodian of interim receipts or other proper delivery receipts;

(d) In the case of deliveries of Securities to the issuer thereof, its transfer agent or other proper agent, or to any committee or other organization for exchange for other Securities, against receipt by the Custodian of such other Securities or against interim receipts or other proper delivery receipts;

(e) In the case of deliveries of temporary certificates in exchange for permanent certificates, against receipt by the Custodian of such permanent certificates or against interim receipts or other proper delivery receipts;

(f) In the case of deliveries of Securities upon conversion thereof into other Securities, against receipt by the Custodian of such other Securities or against interim receipts or other proper delivery receipts;

(g) In the case of deliveries of Securities in exchange for other Securities, against receipt by the Custodian of such other Securities or against interim receipts or other proper delivery receipts;

(h) In a case not covered by the preceding paragraphs, upon receipt of a resolution adopted by the Board of Directors of the Fund, signed by an officer of the Fund and certified to by the Secretary;

(i) In the case of deliveries pursuant to paragraphs (a) through (g) above, the Written Order from the Fund shall direct that the proceeds of any Securities delivered are to be delivered to the Custodian.

ARTICLE 6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS

Unless and until the Custodian receives contrary Written Orders from the Fund, the Custodian shall without order from the Fund:

(a) Present for payment all bills, notes, checks, drafts, and similar items, and all coupons or other income items, held or received for the account of the Fund;

(b) Present for payment all Securities which may mature or be called, redeemed, retired, or otherwise become payable and credit such items to the Custodian Account;

(c) Hold for and credit to the account of the Fund all shares of stock and other Securities received as stock dividends or as the result of a stock split;

(d) Deposit any cash received by it from, for or on behalf of the Fund to the credit of the Fund in the Custodian Account;

(e) Charge against the Custodian Account for Fund disbursements authorized to be made by the Custodian hereunder;

(f) Deliver Securities which are to be transferred and reissued in the name of the Fund, or of a nominee of the Custodian, to a proper transfer agent;

(g) Hold for disposition in accordance with Written Orders from the Fund all options, rights, and similar Securities received.

ARTICLE 7. DELIVERY OF PROXIES

The Custodian shall deliver promptly to the Fund all proxies, written notices, and communications with relation to Securities held by it.

ARTICLE 8. TRANSFER

The Fund shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer any Securities which it may hold for the Series accounts of the Fund.

ARTICLE 9. TRANSFER TAXES AND OTHER DISBURSEMENTS

The Fund shall pay or reimburse the Custodian for any transfer taxes payable upon transfers of Securities made hereunder, and for all other necessary and proper disbursements, advances and expenses made or incurred by the Custodian.

ARTICLE 10. CUSTODIAN'S LIABILITY FOR PROCEEDS OF SECURITIES SOLD

If the mode of payment for Securities to be delivered by the Custodian is not specified in the Written Order from the Fund directing such delivery, the Custodian shall make delivery against receipt by it of cash, a postal money order or a check drawn by a bank.

ARTICLE 11. LIMITATION OF LIABILITY; STANDARD OF CARE

Custodian shall hold harmless and indemnify Fund from and against any claims, loss, liability or expense arising out of Custodian's failure to comply with the terms of this Agreement or arising out of Custodian's negligence, willful misconduct, or bad faith.

The Fund agrees to indemnify and hold the Custodian harmless from and against any Claim arising from the Custodian's performance of its duties hereunder or its actions taken at the direction of the Fund.

ARTICLE 12. CUSTODIAN'S REPORT

The Custodian shall furnish the Fund, as of the close of business on the last business day of each month, a statement showing all cash transactions and entries for the accounts of the Series of the Fund.

ARTICLE 13. CUSTODIAN'S COMPENSATION

The Custodian shall be paid compensation at such rates and at such times as may from time to time be agreed on in writing by the parties hereto.

ARTICLE 14. DURATION, TERMINATION AND AMENDMENT OF AGREEMENT

This Agreement shall remain in effect until it shall have been terminated as hereinafter provided.

The Custodian may terminate this Agreement by giving the Fund ninety days' written notice of such termination by registered mail addressed to the Fund at its principal place of business.

ARTICLE 15. SUCCESSOR CUSTODIAN

Any bank or trust company into which the Custodian or any successor custodian may be merged or converted shall be and become the successor custodian without the execution of any instrument or any further act.

ARTICLE 16. GENERAL

Nothing expressed or mentioned in or to be implied from any provisions of this Agreement is intended to give any person or corporation other than the parties hereto any legal or equitable right, remedy or claim under or in respect of this Agreement.

ARTICLE 17. EFFECTIVE DATE

This agreement shall become effective when it is executed and delivered by the parties hereto.

ARTICLE 18. GOVERNING LAW

This agreement is executed and delivered in Minneapolis, Minnesota and the laws of the State of Minnesota shall be controlling.

IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement to be executed in duplicate as of the date first above written by their duly authorized officers.

FIRST AMERICAN INSURANCE PORTFOLIOS, INC.

By

Its

U.S. BANK NATIONAL ASSOCIATION

By

Its

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What this agreement covers and when it applies

A Financial Agency Agreement for Custodian Services is a written contract that appoints a custodian to hold, manage, and deliver financial assets or records on behalf of a principal. It defines the custodian’s authorities, custody procedures, reporting obligations, fee structure, termination provisions, and liability limits. The agreement also designates how assets are to be invested, transferred, or released and establishes recordkeeping and audit rights. Typical uses include custodial bank accounts, custodial holdings for trusts or investment vehicles, escrow arrangements, and institutional custody of client funds or securities.

Why this agreement matters for custody, compliance, and risk control

A clear Financial Agency Agreement reduces operational risk by defining roles, authorizations, and reporting expectations. It creates enforceable duties for safekeeping, sets fee and liability limits, and documents audit access and record retention. Properly drafted, it supports regulatory compliance and helps resolve disputes by establishing a contractual framework for asset handling and communication.

Why this agreement matters for custody, compliance, and risk control

Who typically prepares and signs these custody agreements

Several parties interact with custodian agreements, each with different responsibilities during drafting and execution.

  • Financial institutions and custodians preparing standardized terms and operational procedures for client accounts.
  • Registered investment advisors and asset managers who need custody arrangements to safeguard client assets and meet fiduciary duties.
  • Legal and compliance teams at banks, broker-dealers, and trust companies that review terms and ensure regulatory alignment.

Each role should confirm delegated authorities and retention rules before signing; involve legal counsel for unusual powers or cross-jurisdictional custody.

Typical signers and contact roles

Custodian Representative

A senior operations or compliance officer authorized to accept custodial responsibilities. This person signs on behalf of the custodian and confirms operational capabilities, insurance, and limits of liability in writing.

Account Holder

The individual or entity granting custody powers — often an institutional client, trustee, or corporate treasurer. The signer must have authority to bind the principal and provide required identity documentation.

Essential sections to include in a professional custody agreement

A well-structured Financial Agency Agreement balances operational detail and legal protections. Include provisions that cover authority, asset handling, fees, reporting, liability, and termination.

Appointment

Precisely name the parties, the scope of custodial services, asset classes covered, and any excluded items or sub-accounts.

Powers Granted

List specific authorities granted to the custodian such as receipt, safekeeping, settlement, transfer, and payment processing.

Fees and Billing

Describe fee schedule, billing frequency, reimbursement of expenses, and consequences for nonpayment or disputed charges.

Reporting Obligations

Specify statement frequency, content of reports, delivery method, and audited account statements if required.

Liability and Indemnity

Allocate responsibility for loss, negligence, third-party claims, and define any caps or carve-outs for consequential damages.

Termination

Define notice periods, asset transfer mechanics at termination, and any holdbacks or final accounting obligations.

Required factual data elements

Parties: Full legal names
Account ID: Custody account number
Effective Date: MM/DD/YYYY
Scope: Assets covered
Fees: Rates or schedules
Notary: If required

Step-by-step: completing and executing the agreement

Follow these sequential steps to prepare, review, and finalize a Financial Agency Agreement for Custodian Services.

  • 01
    Prepare draft: Populate parties, scope, and fees.
  • 02
    Legal review: Compliance and counsel review terms.
  • 03
    Collect signatures: Obtain authorized signatures and notarization if required.
  • 04
    Distribute copies: Deliver executed copies to all parties and retain originals.

How to configure an online signing workflow

Set up a controlled e-signing workflow to enforce signer order and authentication before sending the document for signature.

Field Configuration
Signing Order Define sequential or parallel signing as needed
Authentication Use email + SMS or stronger KBA for high-value accounts
Required Fields Mark signatures, dates, and account number as mandatory
Audit Trail Enable detailed logs, timestamps, IP capture

Typical document routing and submission path

A clear routing pattern ensures timely execution and accurate record capture for custodial duties and compliance reporting.

  • Sender Uploads: Upload final agreement and exhibits.
  • Place Fields: Add signature, initial, and date fields.
  • Signer Authentication: Authenticate signers before access.
  • Complete and Store: Capture audit trail and archive signed copy.

Delivery channels and technical requirements

Choose distribution channels and platform settings that match your security and compliance needs before sending the agreement.

  • Email Delivery: Standard for most signers
  • In-Person Kiosk: Use for on-site onboarding
  • API Integration: Automate with secure API

Ensure the chosen method supports required authentication, audit logging, and retention; integrate with your document management or ERP systems as needed.

Key dates and deadlines to track in the agreement

Document and calendar critical dates to avoid missed obligations, reporting gaps, or termination-triggered actions.

Effective Date:

The date obligations begin; use MM/DD/YYYY format

Notice Period for Termination:

Typical 30–90 days; follow the contract language

Reporting Frequency:

Monthly, quarterly, or annually as specified

Asset Transfer Window:

Timeframe for returning assets after termination

Tax Reporting Deadlines:

Meet required deadlines such as W-9 requests and 1099 reporting

Milestone timeline from draft to archived record

Track milestone stages and ownership to ensure a smooth execution and post-termination transition.

01

Draft Approval

Legal and compliance approve the final draft

02

Execution and Notarization

Signatures obtained and notarized when required

03

Operational Onboarding

Custodian configures accounts and reporting

04

Final Archive

Signed files stored and retained per policy

Common pitfalls to avoid when preparing custody agreements

  • Vague authority language that fails to list specific transfer or settlement powers, creating ambiguity during asset movements and disputes.
  • Missing or inconsistent party names that do not match corporate formation documents or government-issued IDs, delaying KYC and execution.
  • Absent or unclear termination mechanics and asset transfer instructions, increasing operational friction during relationship wind-downs.
  • Insufficient authentication and audit settings for high-value transactions, raising regulatory and fraud exposure.

Potential penalties and legal risks of errors

Incorrect TIN: 24% backup withholding
Late Reporting: IRC §6721 penalties apply
I-9 Violations: $281–$2,789 per violation
Improper Custody: Third-party liability claims
Unauthorized Transfers: Breach and indemnity exposure
Data Breach: Regulatory fines and remediation costs

Typical vendor pricing and feature snapshot for eSignature solutions

Compare baseline pricing and common features for eSignature vendors often used to execute custody agreements; signNow appears first by design.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Varies by plan Varies by plan Varies by plan Varies by plan

Frequently asked questions and common execution issues

Answers address legal validity, notarization, required fields, electronic signing rules, and platform security considerations for custody agreements.


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