EX-8.(b)
Subcustodian Agreement
SUBCUSTODIAN AGREEMENT
Between
STATE STREET BANK AND TRUST COMPANY
and
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") on behalf of the investment
companies identified on Exhibit A attached hereto and for each such additional
investment company as may hereafter be added by agreement between the Custodian
and Xxxxxx Guaranty Trust Company of New York (each such investment company
shall be referred to herein as "Fund") hereby appoints upon the following terms
and conditions Xxxxxx Guaranty Trust Company of New York as subcustodian (the
"Subcustodian") for the purposes herein defined and the Subcustodian hereby
accepts such appointment upon the following terms and conditions as of the date
set forth below.
1. Qualification. The Custodian and the Subcustodian each represent to the
other and to the Fund that it is a bank qualified to act as a custodian for a
registered investment company under the Investment Company Act of 1940, as
amended (the "1940 Act").
2. Subcustody. The Subcustodian agrees to hold in a separate account,
segregated at all times from all other accounts maintained by the Subcustodian,
all securities and rights thereto of each Fund (such securities and rights of
each such Fund shall be referred to in this Agreement as "Fund Securities")
deposited from time to time by the Custodian with the Subcustodian. The
Subcustodian will accept, hold or dispose of and take such other actions with
respect to Fund Securities in addition to those specified in Section 3 in
accordance with the Instructions of the Custodian given in the manner set forth
in Section 4. Registered Fund Securities may be held in the name of the
Subcustodian's nominee.
3. Subcustodian's Acts Without Instructions. Except as otherwise
instructed pursuant to Section 4, the Subcustodian will (i) present all Fund
Securities requiring presentation for any payment thereon, (ii) distribute to
the Custodian cash received thereupon, (iii) collect and distribute to the
Custodian interest and any dividends and distributions on Fund Securities, (iv)
execute any necessary declarations or certificates of ownership under any tax
law now or hereafter in effect, (v) forward to the Custodian all confirmations,
notices, proxies or proxy soliciting materials relating to the Fund Securities
received by it (and the Custodian agrees to forward same to each Fund), (vi)
report to the Custodian any missed payment or other default upon any Fund
Securities known to it as Subcustodian hereunder and (vii) make no free delivery
of Fund Securities to anyone other than the Custodian. Promptly after the
Subcustodian is furnished with any report of its independent public accountants
on an examination of its internal accounting controls and procedures for
safeguarding securities held in its custody for the account of others, the
Subcustodian will furnish a copy thereof to the Custodian. Payment by the
Subcustodian for Fund Securities may be made only against receipt of such
securities.
4. Instructions, Other Communications. Any officer of the Custodian
designated from time to time by letter to the Subcustodian, signed by the
President or any Vice President and
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any Assistant Vice President, Assistant Secretary or Assistant Treasurer of
the Custodian, as an officer of the Custodian authorized to give Instructions
to the Subcustodian with respect to Fund Securities (an "Authorized Officer")
shall be authorized to instruct the Subcustodian as to the acceptance,
holding, voting, presentation, disposition or any other action with respect
to Fund Securities form time to time by telephone (if recorded) or in writing
signed by such Authorized Officer and delivered by hand, mail, telecopier,
tested telex, tested computer printout or such other reasonable method as the
Custodian and Subcustodian shall agree is designed to prevent unauthorized
officer'sinstructions. The Subcustodian will promptly transmit to the
Custodian all receipts, confirmations or other transactional evidence
received by it in respect of Fund Securities as to which the Subcustodian has
received any Instructions. Instructions to the Subcustodian shall be given to
Xxxxxx Guaranty Trust Company of New York, 00 Xxxxx Xxxxxx (00xx Xxxxx), Xxx
Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust and Securities Department;
Phone (000) 000-0000. Communications to the Custodian and each Fund shall be
made at the address set forth below.
5. The Subcustodian. The Subcustodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement and shall not
be liable for any action taken or omitted to be taken if done without negligence
or willful misconduct. The Subcustodian will indemnify, defend and save harmless
the Custodian for any loss or liability incurred by the
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Custodian arising out of or in connection with the Subcustodian's negligence or
willful misconduct.
6. The Funds. The name of each Fund listed on Exhibit A attached hereto or
hereafter added to Exhibit A noted by an asterisk is the designation of the
Trustees of the Fund for the time being under a Declaration of Trust described
on Exhibit A, and all persons dealing with each such Fund must look solely to
such Fund property for the enforcement of any claims against such Fund, as
neither the Trustees, officers, agents or shareholders assume any personal
liability or obligations entered into on behalf of such Fund.
7. Miscellaneous. This Agreement (i) shall be governed by and construed in
accordance with the laws of the State of New York, (ii) may be executed in
counterparts each of which shall be deemed an original but all of which shall
constitute the same instrument, (iii) may be amended by the parties hereto in
writing and (iv) may be terminated by either party hereto upon 10 days' written
notice to the other (and the Subcustodian shall cause any Fund Securities held
by it upon such termination to be made available to the Custodian or its order).
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth below.
Dated: STATE STREET BANK AND TRUST COMPANY
("Custodian")
BY:
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Vice President
X.X. Xxx 000, Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
As Custodian for:
(See Exhibit A)
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK ("Subcustodian")
BY:
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Title:
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