EXHIBIT 8
AGREEMENT
THIS AGREEMENT made on March 25, 1988, between STATE BOND CASH MANAGEMENT
FUND, INC., a Maryland Corporation, (hereinafter called the "Fund"), and FIRST
BANK NATIONAL ASSOCIATION, a corporation organized under the laws of the State
of Minnesota (hereinafter called the "Custodian").
WITNESSETH:
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 Custodian agree as follows:
Sec. 1. Definitions
The word "securities" as used herein includes stock, shares, bonds,
debentures, notes, mortgages or other obligations and any certificates,
receipts, warrants or other instruments representing rights to receive, purchase
or subscribe for the same, or evidencing or representing any other rights or
interests therein, or in any property or assets.
The words "officers' certificate" shall mean a request or direction or
certification in writing signed in the name of the Fund by any two of the
Chairman of the Executive Committee, the President, a Vice-President, the
Secretary and the Treasurer of the Fund, or any other persons duly authorized to
sign by the Board of Directors or the Executive Committee of the Fund.
Sec. 2. Names, Titles and Signatures of Fund's Officers
An officer of the Fund will certify to the Custodian the names and
signatures of the persons authorized to sign under Sec. 1 hereof, and the names
of the members of the Board of Directors and any of the Executive Committee
thereof, together with any changes which may occur from time to time.
Sec. 3. Receipt and Disbursement of Money
A. The Custodian shall open and maintain a separate account or accounts in
the name of the Fund, subject only to draft or order by the Custodian acting
pursuant to the terms of this Agreement. The Custodian shall hold in such
account or accounts, subject to the provisions hereof, all cash received by it
from or for the account of the Fund. The Custodian shall make payments of cash
to, or for the account of, the Fund from such cash only (a) upon the purchase of
securities for the portfolio of the Fund and the delivery of such securities to
the Custodian, registered in the name of the Fund or of the nominee of the
Custodian referred to in Sec. 7 or in proper form for transfer, (b) for the
purchase or redemption of shares of the capital stock of the Fund, (c) for the
payment of interest, dividends, taxes, management or supervisory fees or
operating expenses (including, without limitation thereto, fees for legal,
accounting and
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auditing services), (d) for payments in connection with the conversion, exchange
or surrender of securities owned or subscribed to by the Fund held by or to be
delivered to the Custodian, or (e) for other proper corporate purposes. Before
making any such payment the Custodian shall receive (and may rely upon) an
officers' certificate requesting such payment and stating that it is for a
purpose permitted under the terms of items (a), (b), (c) or (d) of this
subsection A, or upon receipt of a certified copy of a resolution of the Board
of Directors or of the Executive Committee of the Fund signed by an officer of
the Fund and certified by its Secretary or an Assistant Secretary, specifying
the amount of such payment, setting forth the purpose for which such payment is
to be made, declaring such purpose to be a proper corporate purpose, and naming
the person or persons to whom such payment is to be made, in respect of item
(e).
B. The Custodian is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received by the Custodian for
the account of the Fund.
Sec. 4. Receipt of Securities
Custodian shall hold in a separate account, and physically segregated at
all times from those of any other persons, firms or corporations, pursuant to
the provisions hereof, all securities received by it for or for the account of
the Fund. All such securities are to be held or disposed of by Custodian for,
and subject at all times to the instructions of, the Fund pursuant to the terms
of this Agreement. The Custodian shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities and investments,
except pursuant to the directive of the Fund and only for the account of the
Fund as set forth in Sec. 5 of this Agreement.
Sec. 5. Transfer, Exchange, Redelivery, etc. of Securities
The Custodian shall have sole power to release or deliver any securities of
the Fund held by it pursuant to this Agreement. The Custodian agrees to
transfer, exchange or deliver securities held by it hereunder only (a) upon
sales of such securities for the account of the Fund and receipt by the
Custodian of payment therefor, (b) when such securities are called, redeemed or
retired or otherwise become payable, (c) for examination by any broker selling
any such securities in accordance with "street delivery" custom, (d) in exchange
for or upon conversion into other securities alone or other securities and cash
whether pursuant to any plan of merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise, (e) upon conversion of such
securities pursuant to their terms into other securities, (f) upon exercise of
subscription, purchase or other similar rights represented by such securities,
(g) for the purpose of exchanging interim receipts or temporary securities for
definitive securities, (h) for the purpose of redeeming in kind shares of
capital stock of the Fund, or (i) for other proper corporate purposes. As to
any deliveries made by the Custodian pursuant to items (b), (d), (e), (f) and
(g), securities or cash receivable in exchange therefor shall be deliverable to
the Custodian. Before making any such transfer, exchange or delivery the
Custodian shall receive (and may rely upon) an officers' certificate requesting
such transfer, exchange or delivery and stating that it is for a purpose
permitted under the terms of items (a), (b), (c), (d), (e), (f), (g) or (h) of
this Sec. 5 or upon receipt of a certified copy of a resolution of the Board of
Directors or of the Executive Committee signed by an officer of the Fund and
certified by its Secretary or an Assistant Secretary, specifying the securities
to be delivered, setting forth the purpose for which such
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delivery is to be made, declaring such purposes to be proper corporate purposes,
and naming the person or persons (each of whom shall be stated in such
resolution to be a properly bonded officer or employee of the Fund) to whom
delivery of such securities shall be made in addition to an officers'
certificate, in respect of item (i).
Sec. 6. The Custodian Acts Without Instructions
Unless and until the Custodian receives an officers' certificate to the
contrary, the Custodian shall:
(a) Present for payment all coupons and other income items held by it
for the account of the fund which call for payment upon presentation and
hold the cash received by it upon such payment for the account of the Fund;
(b) Collect interest and cash dividends received, with notice to the
Fund, to the account of the Fund;
(c) Hold for the account of the Fund hereunder all stock dividends,
rights and similar securities issues with respect to any securities held by
it hereunder;
(d) Execute as agent on behalf of the Fund all necessary ownership
certificates required by the Internal Revenue Code or the Income Tax
Regulations of the United States Treasury Department or under the laws of
any State now or hereafter in effect, inserting the Fund's name on such
certificates as the owner of the securities covered thereby, to the extent
it may lawfully do so.
Sec. 7. Registration of Securities
Except as otherwise directed b an officers' certificate the Custodian shall
register all securities, except such as are in bearer form, in the name of a
registered nominee of the Custodian as defined in the Internal Revenue Code and
any Regulations of the Treasury Department issued thereunder or in any provision
of any subsequent Federal tax law exempting such transaction from liability for
stock transfer taxes, and shall execute and deliver all such certificates in
connection therewith as may be required by such laws or Regulations or under the
laws of any State. The Custodian shall use its best efforts to the end that the
specific securities held by it hereunder shall be at all times identifiable in
its records.
The Fund shall from time to time furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in proper form for
transfer, or to register in the name of its registered nominee, any securities
which it may hold for the account of the Fund and which may from time to time be
registered in the name of the Fund.
Sec. 8. Voting and Other Action
Neither Custodian nor any nominee of Custodian shall vote any of the
securities held hereunder by or for the account of the Fund, except in
accordance with the instructions
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contained in an officers' certificate. Custodian shall promptly deliver, or
cause to be executed and delivered, to the Fund all notices, proxies and proxy
soliciting materials with relation to such securities, such proxies to be
executed by the registered holder of such securities (if registered otherwise
than in the name of the Fund), but without indicating the manner in which such
proxies are to be voted.
Custodian shall transmit promptly to the Fund all written information
(including, without limitation, pendency of calls and maturities of securities
and expirations of rights in connection therewith) received by Custodian from
issuers of the securities being held for the Fund. With respect to tender or
exchange offers, Custodian shall transmit promptly to the Fund all written
information received by the Custodian from issuers of the securities whose
tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer.
Sec. 9. Deposits of Securities in Securities Depositories
The Custodian may deposit all or any part of the securities owned by the
Fund in a (1) clearing agency registered with the Securities Exchange Commission
under Section 17A of the Securities Exchange Act of 1934 (clearing agency),
which acts as a securities depository, and/or (2) the book-entry system as
provided in Subpart O of Treasury Circular Xx. 000, XXX 000, Xxxxxxx X of 31 CFR
Part 350, and the book-entry regulations of federal agencies substantially in
the form of Subpart O. For the purposes herein, a "securities depository" is a
system for the central handling of securities where all securities of any
particular class or series of any issuer deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping entry without
physical delivery of the securities. Any deposits made by the Custodian of the
Fund's securities in a clearing agency which acts as a securities' depository or
the book-entry system, or both shall be under an arrangement that contains the
following elements:
(a) The Custodian may deposit the securities directly or through one
or more agents which are also qualified to act as custodians for investment
companies.
(b) The Custodian shall send the Fund a confirmation of any transfers
to or from the account of the Fund. Where securities are transferred to
that account, the Custodian shall also, by book-entry or otherwise,
identify as belonging to the Fund a quantity of securities in a fungible
bulk of securities (i) registered in the name of the Custodian (or its
nominee) or (ii) shown on the Custodian's account on the books of the
clearing agency, the book-entry system, or the Custodian's agent. For this
purpose, the term "confirmation" means advise or give notice of a
transaction; it is not intended to require preparation by the Custodian of
the confirmation required of broker-dealer under the Securities Exchange
Act of 1934.
(c) The Custodian, or its agent which deposits the securities, shall
promptly send to the Fund reports it receives from the appropriate Federal
Reserve Bank or clearing agency on its respective system of the internal
accounting control. The Custodian and all the agents through which the
securities are deposited shall send to the Fund such reports on their own
systems of internal accounting control as the Fund may reasonably request
from time to time.
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(d) The underlying agreement between the custodian and the clearing
agency, or the agreements between the Custodian and its agent and the
agreement of said agent and the clearing agency, and any amendments
thereto, shall be submitted to the Fund for its review
Sec. 10. Transfer Tax and Other Disbursements
The Fund shall pay or reimburse the Custodian from time to time for any
transfer taxes payable upon transfers of securities made hereunder, and for all
other necessary and proper disbursements and expenses made or incurred by the
Custodian in the performance of this Agreement.
The Custodian shall execute and deliver such certificates in connection
with securities delivered to it or by it under this Agreement as may be required
under the provisions of the Internal Revenue Code and any Regulations of the
Treasury Department issued thereunder, or under the laws of any State, to exempt
from taxation any exemptible transfers and/or deliveries of any such securities.
Sec. 11. Concerning the Custodian
The Custodian shall be paid as compensation for its services pursuant to
this Agreement such compensation as may from time to time be agreed upon in
writing between the two parties.
The Custodian shall not be liable for any action taken in good faith upon
any certificate herein described or certified copy of any resolution of the
Board of Directors or of the Executive Committee, and may rely on the
genuineness of any such document which it may in good faith believe to have been
validly executed.
The Fund agrees to indemnify and hold harmless the Custodian and its
nominee from all taxes, charges, expenses, assessments, claims and liabilities
(including counsel fees) incurred or assessed against it or its nominee in
connection with the performance of this Agreement, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct. The Custodian is authorized to charge any account of the Fund for
such items other than those items which are associated with asserted claims and
liabilities of the Custodian for its conduct. Payment to the Custodian for
items which are associated with asserted claims and liabilities of the Custodian
for its conduct may only be charged against an account of the Fund by the
Custodian upon receipt of an officers' certificate from the Fund authorizing
such payment. In the event of any advance of cash for any purpose made by the
Custodian resulting from orders or instructions of the Fund, or in the event
that the Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be security therefor.
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Sec. 12. Reports by the Custodian
The Custodian shall furnish the Fund regular statements of income and
principal transactions as of the last day of each month and a monthly list of
the portfolio securities at share or par value. The books and records of the
Custodian pertaining to its actions under this Agreement shall be open to
inspection and audit at reasonable times by officers of and auditors employed by
the Fund.
Sec. 13. Termination or Assignment
This Agreement may be terminated by the Fund, or by the Custodian, on sixty
days' notice, given in writing and sent by registered mail to the Custodian, at
First Trust Company, First Trust Center, 000 Xxxx 0xx Xxxxxx, Xxxxx Xxxx,
Xxxxxxxxx, 00000, or to the Fund at 000-000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxx,
Xxxxxxxxx, 00000, as the case may be. Upon any termination of this Agreement,
pending appointment of a successor to the Custodian or a vote of the
shareholders of the Fund to dissolve or to function without a custodian of its
cash, securities and other property, the Custodian shall not deliver cash,
securities or other property of the Fund to the Fund, but may deliver them to a
bank or trust company in the City of Minneapolis of its own selection, having an
aggregate capital, surplus and undivided profits, as shown by its last published
report of not less than two million dollars ($2,000,000) as a custodian for the
Fund to be held under terms similar to those of this Agreement; provided,
however, that the Custodian shall not be required to make any such delivery or
payment until full payment shall have been made by the Fund of all liabilities
constituting a charge on or against the properties then held by the Custodian or
on or against the Custodian, and until full payment shall have been made to the
Custodian of all its fees, compensation, costs and expenses, subject to the
provisions of Sec. 10 of this Agreement.
This Agreement may not be assigned by the Custodian without the consent of
the Fund, authorized or approved by a resolutions of its Board of Directors.
Sec. 14. Sub-Custodians
Upon receipt of an officers' certificate, the Custodian shall appoint one
or more U. S. banking institutions as Sub-Custodian (including but not limited
to, U. S. banks located in foreign countries) of securities at any time owned by
the Fund. The Custodian shall advise the Fund in writing in advance of using
the services of any such Sub-Custodian and the fees and expenses to be charged
by such Sub-Custodian to the Fund. The Fund may by officers' certificate
require that the Custodian cease use of the services of any such Sub-Custodian.
Any such Sub-Custodian must have aggregate capital, surplus, and undivided
profits of not less than $2,000,000. Any such Sub-Custodian must agree to keep
physically segregated from the securities of other persons all securities
received by it for the Fund. The Fund shall pay all fees and expenses of any
Sub-Custodian.
In Witness Whereof, the parties hereto have caused this Agreement to be
executed and their respective corporate seals to be affixed hereto as of the
date first above written by their respective officers thereunto duly authorized.
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Executed in several counterparts, each of which is an original.
STATE BOND AND CASH MANAGEMENT FUND, INC.
By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
Attest:
/s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx, Secretary
FIRST BANK NATIONAL ASSOCIATION
By /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx