Exhibit 8(d)
Sub-Custodian Agreement
State Street Bank and Trust Company, a Massachusetts trust company, having
its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx,
00000 (hereinafter called the "Custodian"), hereby appoints Security Pacific
National Trust Company (New York), a National banking association, having its
principal corporate trust offices at Xxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, (hereinafter called the "Sub-Custodian") to serve as Sub-Custodian and to
hold such securities as the Custodian may designate on behalf of and upon the
instructions of the appropriate entity listed on Exhibit A attached hereto (each
a "Fund" and collectively, the "Funds") for which the Custodian is custodian,
subject to the terms and conditions set forth herein.
1. Representation by Sub-Custodian.
The Sub-Custodian hereby represents that it is qualified to act as
custodian for a registered investment company under the Investment Company Act
of 1940, as amended, and that it has aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than $25,O00,000.
2. Custodian Services.
The Sub-Custodian shall hold in an account in the name of the Custodian,
as custodian for the Funds, securities registered in the name of the
Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such
securities shall be designated by
the Custodian upon instructions of the appropriate Fund and consist of bonds of
any issue that (a) are tax exempt, (b) incorporate a daily adjustable interest
rate that is convertible to interest rates determinable on a variable or a fixed
rate basis, (c) entitle the owners of such securities to have such securities
purchased on on a daily basis or at certain other specified times and (d)
require the services of a custodian to establish a book-entry system similar to
that set forth in the Relevant Master Custody Agreement (as hereinafter defined
in paragraph 13 hereof). Such securities may be commingled with other securities
of the same issue or with other securities held in a fiduciary or custodial
capacity but shall be physically segregated from all securities held in the
Sub-Custodian's individual capacity or for its account. Subject to paragraph 13
hereof, the Sub-Custodian shall release and deliver such securities only upon
receipt of instructions from the Custodian.
The Sub-Custodian shall collect on a timely basis, and credit to each
Fund's Sub-Custodial account, all income and other payments with respect to
securities held under this Agreement to which such Fund is entitled by law and
shall notify the Custodian of any income or other payments that are not
collected within a reasonable time after they become payable. Payments of income
are to made by wire advice to the account of each Fund so specified on Exhibit
A.
The Sub-Custodian shall at no time supervise the investment of, or advise
or make any recommendations for the sale, purchase or other disposition of
securities held under this Agreement.
-2-
All purchase and sale transactions shall be carried out by the Sub-Custodian
only as the Custodian may instruct pursuant to paragraph 3 hereof.
3. Instructions.
Subject to paragraph 13 hereof, instructions furnished by the Custodian to
the Sub-Custodian with respect to securities held by the Sub-Custodian under
this Agreement shall be signed by such officer or officers of the Custodian as
are authorized from time to time by the Custodian; provided, however, that the
Sub-Custodian is authorized to accept and act upon orders from the Custodian,
whether given orally, by telephone or otherwise, which the Sub-Custodian
reasonably believes to be given by an authorized person. The Custodian shall
promptly confirm such orders in writing. The Sub-Custodian shall use the same
care with respect to the receiving, safekeeping, handling and delivering of
securities held under this Agreement as it uses in respect of its own similar
securities, but it need not maintain any special insurance for the benefit of
the Custodian or the Funds. The Sub-Custodian shall not be liable for any action
taken or thing done by it in carrying out the terms and provisions of this
Agreement or the Relevant Master Custody Agreement if done in good faith and
without negligence or wilful misconduct on the Sub-Custodian's part. The
Custodian shall not be liable for any action taken or thing done by it in
carrying out the terms and provisions of this Agreement if done in good faith
and without negligence or wilful misconduct on the
-3-
part. The Sub-Custodian shall have no authority to select any broker or similar
agent used to effect the purchase and sale of securities.
4. Ownership Certificates for Tax Purposes and Indemnification.
The Sub-Custodian shall execute, as Custodian (as defined in Section 13
hereof), any necessary declarations or certificates of ownership required under
any tax law now or hereafter in effect.
The Custodian agrees to indemnify the Sub-Custodian against, and hold it
harmless from, any liabilities, and any related out-of-pocket expenses, which it
may incur in connection with this Agreement, other than any liabilities and
expenses arising out of the Sub-Custodian's bad faith, wilful misconduct or
negligence. The Sub-Custodian agrees to indemnify the Custodian against, and to
hold it harmless from, any liabilities, and any related out-of-pocket expenses,
which it may incur in connection with this Agreement which arise out of the
Sub-Custodian's bad faith, negligence or wilful misconduct. The indemnification
provided hereunder by the Custodian and the Sub-Custodian shall not extend to
any special or consequential damages arising out of the performance of this
Agreement.
Without limiting or impairing any rights the Sub-Custodian may have
hereunder, at the election of the Custodian, it shall be entitled to be
subrogated to the rights of the Sub-Custodian with respect to any claim against
any person the Sub-Custodian may have as a consequence of any such loss, expense
or damage, if, and to the extent the Custodian has not been made whole for any
such loss, expense or damage.
-4-
5. Reports by Sub-Custodian's Independent Public Accountants.
The Sub-Custodian shall provide the Custodian, upon request, with any
quarterly or annual reports prepared in the normal course of business of the
Sub-Custodian by the Sub-Custodian's independent public accountants on the
accounting system, internal accounting controls and procedures for safeguarding
securities relating to the services provided by the Sub-Custodian under this
Agreement.
6. Access to Records.
The Sub-Custodian will not refuse any reasonable request for inspection
and audit on its books and records by an agent of a Fund or Custodian.
7. Cooperation.
The Sub-Custodian shall cooperate with each Fund and Custodian and their
respective independent public accountants in connection with annual and other
audits of the books and records of Custodian or the Fund.
8. Compensation of Sub-Custodian.
The Sub-Custodian shall be entitled to reasonable compensation for its
services and expenses as Sub-Custodian, as agreed upon in writing from time to
time by and between the Sub-Custodian and the Custodian.
-5-
9. Effective Period, Termination and Amendment.
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto, and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that the Agreement shall not be amended or terminated in contravention
of any applicable federal or state regulations, or any provision of the
custodial agreements entered into between the Custodian and the separate Funds,
and further, provided that the Custodian may immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Sub-Custodian by the Federal Deposit Insurance Corporation or upon the happening
of a like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of this Agreement, the Sub-Custodian shall promptly
deliver to the Custodian in person or by registered mail all property then held
by the Sub-Custodian under this Agreement.
10. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Sub-Custodian and
the Custodian may from time to time agree in writing on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be
-6-
consistent with the general tenor of this Agreement, which shall be annexed
hereto, provided that no such interpretive or additional provisions shall
contravene any applicable federal or state regulations or any provision of the
custodian agreements entered into between the Custodian and the separate Funds.
No interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Agreement.
11. New York Law to Apply.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
12. Communications Received by the Sub-Custodian.
The Sub-Custodian shall promptly transmit to the Custodian all
communications it receives concerning the securities it holds under this
Agreement and shall furnish statements of account in such manner and frequency
as the Sub-Custodian and the Custodian shall agree.
All communications required or permitted to be given under this Agreement
shall be in writing (including telex or telegraph) unless expressly provided
otherwise, and addressed as follows:
(a) If to the Sub-Custodian: Security Pacific National
Trust (New York)
0 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust Division
Telecopier Number: 000-000-0000
-7-
(b) If to the Custodian: State Street Bank & Trust Company
Mutual Fund Services
X.X. Xxx 0000
Xxxxxx, XX 00000
Attention: Fund Manager
1.3. Acknowledgment and Consent to Relevant Master Custody Agreement.
The Custodian acknowledges that each of the entities named on Exhibit B
hereto (as such Exhibit may be amended from time to time by notice from the
Sub-Custodian to the Custodian) has been appointed remarketing agent (each a
"Remarketing Agent") for certain series of securities held in custody pursuant
to this Agreement and that such Remarketing Agent and Security Pacific National
Trust Company (New York), as custodian, (the "Master Custodian") have entered
into a Master Custody Agreement identified in such Exhibit as such Master
Custody Agreement may be amended or supplemented from time to time (each, a
"Relevant Master Custody Agreement") for the benefit of the owners of such
series of securities held in custody pursuant to this Agreement to promote he
transfer of such series of securities remarketed by such Remarketing Agent
through a book-entry system maintained by the Master Custodian. The
Sub-Custodian will provide, upon request of the Custodian, copies of each
Relevant Master Custody Agreement for each series of securities held in custody
hereunder. The Custodian consents after appropriate review in all respects to be
bound by the terms thereof and to the extent that there is a conflict between
the terms of the Relevant Master Custody Agreement and this Agreement, the terms
of this Agreement shall govern.
-8-
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
this 18 day of February, 1988.
ATTEST: SECURITY PACIFIC NATIONAL TRUST
COMPANY (NEW YORK)
(as Sub-Custodian)
/s/ Xxxx X. Xxxxxxxxx by: /s/ [Illegible]
----------------------------- ----------------------------------
Xxxx X. Xxxxxxxxx Title: ASSISTANT VICE PRESIDENT
Assistant Secretary
ATTEST: STATE STREET BANK AND TRUST COMPANY
(as Custodian)
/s/ [Illegible] BY: /s/ [Illegible]
------------------------------- ----------------------------------
Assistant Secretary Vice President
-9-
EXHIBIT A
to the SUBCUSTODIAN AGREEMENT
with
SECURITY PACIFIC NATIONAL TRUST COMPANY (NEW YORK)
dated February 18, 1988
Wire instructions containing Account Locations, Name and Fund Number for receipt
of funds pursuant to Section 2 of this Agreement are as follows:
ABA Routing Number: 0000-000-00
STATE ST BOS/ (insert appropriate fund name and number identified below):
Name of Fund Fund Number
------------ -----------
AARP Insured Tax Free Income Trust
AARP Insured Tax Free General Bond Fund 7275
AARP Insured Tax Free Short Term Fund 7274
Xxxxxxx California Tax-Free Trust
Xxxxxxx California Tax-Free Fund 7290
Xxxxxxx California Tax-Free Money Fund 7225
Xxxxxxx Municipal Trust
Xxxxxxx High Yield Tax Free Fund 7292
Xxxxxxx Managed Municipal Bond Fund 7209
Xxxxxxx State Tax-Free Trust
Xxxxxxx Massachusetts Tax Free Fund 7223
Xxxxxxx New York Tax Free Fund 7291
Xxxxxxx New York Tax Free Money Fund 7224
Xxxxxxx Ohio Tax Free Fund 7226
Xxxxxxx Pennsylvania Tax Free Fund 7227
Xxxxxxx Tax Free Money Fund 7210
Xxxxxxx Tax Free Target Fund
Series 1990 7261
Series 1993 7262
Series 1996 7251
Xxxxxxx Treasurers Trust
Treasurers Auction Rate Preferred Portfolio 7287
Treasurers Dividend Income Portfolio 7288
Treasurers Liquidity Plus Portfolio 7285
Treasurers Money Portfolio 7283
Treasurers Tax Exempt Liquidity Plus Portfolio 7286
Treasurers Tax Exempt Money Portfolio 7284
-10-
EXHIBIT B
---------
Date of Relevant
Name of Master Custody
Remarketing Agreement with
Agent Security Pacific National Trust
---------- -------------------------------
Company (New York)
------------------
XXXXXXX, SACHS & CO. December 28, 1987
-11-
