EXHIBIT 99.B8b
SUB-CUSTODIAN AGREEMENT BETWEEN
THE XXXXX NATIONAL BANK OF GALVESTON, TEXAS
AND
SECURITIES MANAGEMENT AND RESEARCH, INC.
Securities Management and Research, Inc. (the "Custodian") requests that The
Xxxxx National Bank of Galveston (the "Sub- Custodian") open a Custody Account
(the "Account") for and in the name of the Custodian on behalf of the American
National Growth Fund, Inc., American National Income Fund, Inc., and the Triflex
Fund, Inc., (the "Funds Group") and requests that the Sub-Custodian hold all
securities and other property now or hereafter deposited in or held by the Sub-
Custodian for each Account (the "Property"). The Sub-Custodian agrees to open
such Account and to provide safekeeping and accounting services, but no
investment services for each such series of the Account.
TERM OF THE AGREEMENT
The terms and conditions under which this Account shall be administered are as
follows:
HOLDING THE PROPERTY The Sub-Custodian holds the Property deposited into the
Account subject to future instructions by the Custodian. The Custodian may
deposit additional Property to the Account, subject to the Sub-Custodian's
acceptance thereof, and the Custodian may direct the Sub-Custodian to
immediately settle trades, sales or exchanges for the Account. The Sub-
Custodian shall not be liable for any losses or unfavorable result arising from
its prompt compliance with Custodian's directions.
The Custodian may withdraw all or any part of the Property from time to
time upon giving written notice and by giving the Sub-Custodian a receipt for
such withdrawn Property.
PROCEEDS FROM SALE Proceeds from the sale, redemption or exchange of securities
or other Properties held in the Account, including all receipts of principal,
shall be subject to the written instructions of the Custodian on behalf of the
Funds Group or as otherwise provided in this Agreement.
INCOME AND CASH BALANCES The Sub-Custodian shall use reasonable efforts to
collect principal and income on the Property, but in the absence of bad faith or
gross negligence, shall have no liability for sums not collected.
The income received by the Sub-Custodian from Property held in the Account
shall be held subject to further instructions of the Custodian.
OWNER; REGISTRATION; PROXIES The Property held in the Account shall be owned by
the Funds Group but, as a matter of convenience, any of the Property may be
registered or retained in the name of the Sub-Custodian's nominee. Proxies
received by the Sub-Custodian with respect to securities shall be promptly
forwarded to the Custodian.
INFORMATION FURNISHED TO ISSUERS The Custodian has no objection to the Sub-
Custodian furnishing to the companies which issued securities held in this
Account the Customer's name, address and share position, all in accordance with
applicable SEC rules. (The purpose of the rule is to facilitate communications
between issuers of securities and shareholders.)
CUSTOMER'S INSTRUCTIONS All written directions in regard to this Account must
be personally signed by an authorized representative of the Custodian. Written
direction includes those directions received by facsimile transmission.
However, the Sub-Custodian, in its sole discretion, may act in accordance with
directions from the Custodian whether given orally, by telephone, telegraph,
cable radio or otherwise, if it believes such directions to be genuine; but if
such directions are not in writing then the Sub-Custodian shall not be liable
for executing, failure to execute, or for any mistake in the execution thereof,
except in the case of willful misconduct or gross negligence. Custodian agrees
to confirm all oral instructions in writing within a reasonable period of time.
STATEMENTS After the end of each month, the Sub-Custodian shall send to the
Custodian a statement listing all income and principal transactions of the
Account and a statement listing the Property owned by the Funds Group. Each
statement shall be conclusive as to its contents unless the Custodian shall
deliver written objections to the Sub-Custodian within sixty (60) days after
receipt of the statement.
NO TAX LIABILITY The Sub-Custodian shall not be responsible or liable for
determination or payment of any taxes assessed with respect to the Property or
the income thereof nor shall it be responsible for the preparation of filing of
any tax returns, other than withholding required by law.
FEES AND EXPENSES A schedule used in computing the Sub-Custodian's fee is
attached. Such schedule may be amended at any time upon mutual agreement of
both parties.
TERMINATION; INDEMNIFICATION; ETC. Custodian and the Sub-Custodian, upon
execution of this Agreement, agree to be bound by all of its terms and
provisions and further agree that the Agreement shall remain in full force and
effect until June 30, 1993, or until expressly revoked or amended in writing.
Either the Custodian or the Sub-Custodian may terminate or revoke this Agreement
upon written notice delivered to the other, and the Agreement may be amended
upon the mutual agreement of both, in writing.
ACCEPTED BY SUB-CUSTODIAN: ACCEPTED BY CUSTODIAN:
THE XXXXX NATIONAL BANK OF SECURITIES MANAGEMENT AND
GALVESTON RESEARCH, INC.
0000 Xxxxxxxxxx Xxx Xxxxx Xxxxx
Xxxxxxxxx, Xxxxx 00000 Xxxxxxxxx, Xxxxx 00000
BY: XXXXXXX XXXXXXX BY: XXXXXXX X. XxXXXXXXX
------------------------- -------------------------
Xxxxxxx X. XxXxxxxxx
TITLE: Executive Vice President TITLE: President
and Senior Trust Officer --------------------
------------------------- Tax I.D.#00-0000000
--------------------
REVISED FEE SCHEDULE (MAY 31, 1994)
AMENDMENT NO.1
FEES AND EXPENSES
The following schedule shall be used in computing the Sub-Custodian's fee:
TRADES 25.00
HOLDING FEES 3.50
ASSET FEES .00030 (Includes all out of pocket expenses)
Any terminal or access to system changes shall be billed to Custodian.
