EXHIBIT g(2)
SUBCUSTODIAN AGREEMENT
AGREEMENT dated as of January 20th, 1993 , between State Street
Bank and Trust Company, a trust company organized under the laws of the
Commonwealth of Massachusetts (the "Custodian"), and The Bank of New York, a
New York trust company (the "Subcustodian").
W I T N E S S E T H:
WHEREAS, the Custodian acts as custodian for certain investment
companies affiliated with, sponsored, managed or advised by the firms
identified on Schedule A hereto (each, a "Fund"; collectively, the "Funds")
from time to time whose shares are registered pursuant to the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Funds have requested the Custodian to appoint a
subcustodian in order to facilitate transactions in Securities (as defined
herein); and
WHEREAS, the Custodian desires to appoint the Subcustodian as its
subcustodian for the purposes of receiving, delivering and safekeeping cash and
Securities from time to time on behalf of the Funds; and
WHEREAS, the Subcustodian is a bank within the meaning of Section
2(a)(5) of the Act having aggregate capital, surplus and undivided profits of
not less than two million dollars ($2,000,000):
NOW THEREFORE, the Custodian and Subcustodian hereby agree as follows:
ARTICLE I
DEFINITIONS
1. "Authorized Person" shall be any officer of the Custodian and any
other person, whether or not any such person is an officer or employee of the
Custodian, duly authorized by the Custodian to give Oral and/or Written
Instructions on behalf of the Custodian, such persons to be designated in a
certificate of an appropriate officer of the Custodian which contains a
specimen signature of such person.
2. "Book-Entry Securities" shall mean book-entry securities (as
defined in Subpart O of Treasury Department Circular No. 300, 31 C.F.R. 306)
and any other securities issued or fully guaranteed by the United States or any
agency, instrumentality or establishment of the United States and registered in
the form of an entry on the records of the Book-Entry System.
3. "Book-Entry System" shall mean the Federal Reserve/Treasury
Book-Entry System for receiving and delivering Securities, its successors and
nominees.
4. "Business Day" shall mean any day on which the Subcustodian the
Book-Entry System, and the appropriate Clearing Corporation are open for
business.
5. "Clearing Corporation" shall mean the Depository Trust Company,
Participant's Trust Company and any other clearing corporation within the
meaning of Section 6-102(3) of the Uniform Commercial Code of the State of New
York.
6. "Clearing Corporation Securities" shall mean securities registered
in the name of the Subcustodian on the records of a Clearing Corporation.
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7. "Government Securities" shall mean Book-Entry treasury securities
(as defined in Subpart O of Treasury Department Circular No. 300, 31 C.F.R.
306) and any other securities issued or fully guaranteed by the United States
government or any agency of the United States government which are registered
in the form of an entry on the records of the Book-Entry System.
8. "Oral Instructions" shall mean verbal instructions actually
received by the Subcustodian from an Authorized Person or from a person
reasonably believed by the Subcustodian to be an Authorized Person.
9. "Physical Securities" shall mean securities issued in definitive
form which are not Book-Entry or Clearing Corporation Securities.
10. "Securities" shall mean Book-Entry Securities, Clearing
Corporation Securities and Physical Securities.
11. "Written Instructions" shall mean written communications actually
received by the Subcustodian from an Authorized Person or from a person
reasonably believed by the Subcustodian to be an Authorized Person by letter,
memorandum, telegram, cable, telex, telecopy facsimile, computer, video (CRT)
terminal or other on-line system, or any other method whereby the Subcustodian
is able to verify with a reasonable degree of certainty the identify of the
sender of such communications.
ARTICLE II
APPOINTMENT; ACCOUNTS; CUSTODY
1. The Custodian hereby appoints the Subcustodian as subcustodian of
all Securities and all monies at any time delivered to the Subcustodian during
the term of this Agreement. The Subcustodian hereby accepts appointment as such
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subcustodian and agrees to establish and maintain one or more accounts in the
name of each Fund as follows: "[FUND]/State Street as Custodian" (each an
"Account") in which it will hold Securities as provided herein. The
Subcustodian also agrees to establish and maintain one or more demand deposit
accounts for each Fund in the name of the Custodian (each a "DDA Account") in
which it will hold monies as provided herein. Each Account and DDA Account
shall be for the exclusive use of the specific Fund for which it was
established, and references herein to the Account and DDA Account shall mean to
such Fund's Account.
2. The Custodian hereby represents and warrants to the
Subcustodian, which representations and warranties shall be deemed to be
continuing and to be reaffirmed upon acting on any Oral or Written Instructions
hereunder, that:
(a) This Agreement is legally and validly entered into, and does
not, and will not, violate any ordinance, charter, by-law, rule,
statute or agreement applicable to it, and is enforceable against the
Custodian in accordance with its terms;
(b) The person executing this Agreement on behalf of the
Custodian has been duly authorized to do so;
(c) The appointment of the Subcustodian as its subcustodian
hereunder has been duly authorized and no other corporate action is
required prior to utilizing the Account and DDA Account; and
(d) Each of the Funds identified on the respective Schedules A
attached hereto have authorized the Custodian to appoint the
Subcustodian to act pursuant to this Agreement and to perform the
Custodian's obligations hereunder;
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(e) All Securities and monies at any time held in a Fund's
Account and DDA Account, respectively, are beneficially owned by the
Fund; and
(f) Instructions to the Subcustodian in connection with the
receipt and delivery of Securities and cash balances hereunder are in
connection with repurchase agreements to which Fund(s) are a party.
3. The Custodian may from time to time deliver or cause to be
delivered to the Subcustodian for deposit in the Account and DDA Account
Securities and monies (in immediately available funds), respectively, at any
time during the term of this Agreement.
4. The Custodian agrees that Securities to be delivered to the
Subcustodian for deposit in the Account may be in the form of credits to the
account of the Subcustodian either at the Book-Entry System or a Clearing
corporation or by delivery to the Subcustodian of physical certificates in
bearer form or readily negotiable so as to constitute good delivery under
securities industry practices, and that all monies to be delivered to the
Subcustodian for deposit in the account shall be immediately available funds.
Custodian authorizes and instructs the Subcustodian to deposit in the
Book-Entry System and Clearing Corporation on a continuous and on-going basis
all monies and all Securities eligible for deposit therein and to utilize the
Book-Entry System, Clearing Corporation and the receipt and delivery of
physical certificates or any combination thereof in connection with its
performance hereunder. Transactions with respect to Book-Entry Securities and
Clearing Corporation Securities will be effected in accordance with, and
subject to, the rules and regulations of the Book-Entry System and each
Clearing Corporation, respectively. Securities credited to the Account and the
Dealer Account and deposited in the Book-Entry System or a Clearing Corporation
will be
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represented in accounts of the Subcustodian which include only assets held by
the Subcustodian for customers, including, but not limited to, accounts in
which the Subcustodian acts in a fiduciary or representative capacity.
ARTICLE III
DEPOSIT AND DISBURSEMENT OF
CASH AND GOVERNMENT SECURITIES
1. (a) On any Business Day prior to 5:00 p.m. (New York City time) the
Custodian may give the Subcustodian Written Instructions to receive Securities.
Upon receipt of such Securities, the Subcustodian shall promptly advise the
Custodian thereof.
(b) Upon receipt of Written Instructions on such Business Day from
the Custodian no later than (60) minutes prior to the close of the Federal
Reserve Bank of New York money wire and provided sufficient immediately
available funds have previously been delivered to the DDA Account, the
Subcustodian shall deliver out monies in accordance with such Written
Instructions.
2. On any Business Day prior to 10:00 a.m. (New York City time) the
Custodian may give Written Instructions to the Subcustodian to deliver from the
Account Securities against receipt of funds as specified in such Written
Instructions. Upon receipt of immediately available funds in the amount
described in such Written Instructions, the Subcustodian shall deliver
Securities in accordance therewith. Monies received by the Subcustodian
hereunder shall be credited to the DDA Account.
3. Written Instructions from the Custodian to receive and deliver
Securities and monies shall reference the Account and DDA Account, as
appropriate, and with respect to each Government Security shall specify the
name of the issuer, title, CUSIP
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number and par value thereof, and such other information as the Subcustodian
may require in connection with such Written Instructions.
4. The Subcustodian shall send the Custodian confirmations of
Securities and monies received and delivered by it hereunder and with respect
to Securities credited to the Account shall identify on its books as belonging
to [the Fund's] Account/State Street as Custodian a quantity of Securities in a
fungible bulk of securities shown on the Subcustodian's account on the books of
the Book-Entry System or the Clearing Corporation. It shall be the Custodian's
responsibility to identify on its books the interest of Funds in the Securities
and monies held by the Subcustodian hereunder.
5. The Subcustodian shall furnish the Custodian with a summary of all
transfers to or from the Account and the DDA Account from time to time as
mutually agreed.
6. The Subcustodian shall provide the Custodian with any report
obtained by the Subcustodian from the Book-Entry System or the Clearing
Corporation on its accounting system, internal accounting control and
procedures for safeguarding securities deposited in the Book-Entry System or
the Clearing Corporation.
7. With respect to Securities held in the Account, the Subcustodian
shall, unless otherwise instructed to the contrary in Written Instructions:
(a) Collect all income and other payments and advise the
Custodian as promptly as practicable of any such amounts due but not
paid;
(b) Present for payment and collect the amount payable upon
all Securities which may mature or otherwise become payable upon
presentation and advise the Custodian
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as promptly as practicable of any such amounts due but not paid; and
(c) Hold all rights and similar securities issued with respect
to Securities held by the Subcustodian hereunder.
8. Upon receipt of Written Instructions, the Subcustodian will exchange
Securities held under hereunder for other securities and/or cash in connection
with (a) any conversion privilege, redemption in kind, substitution or exchange
offer, and (b) any exercise, purchase or other similar rights represented by
Securities.
9. The parties agree that the Subcustodian is not at any time under any
duty or responsibility to supervise the investment of, or to advise or make any
recommendation for the purchase, sale, retention or other disposition of
Securities held in the Account.
10. The Subcustodian shall receive and deliver Securities in accordance
with the rules and regulations of the Book-Entry System or the Clearing
Corporation in effect from time to time.
11. It is expressly agreed and acknowledged by the Custodian that the
Subcustodian does not undertake to make credit available to the Custodian to
enable it to receive or deliver Securities pursuant to this Agreement.
ARTICLE IV
CONCERNING THE SUBCUSTODIAN
1. (a) The Subcustodian shall not be liable for any costs, expenses,
damages, liabilities or claims (including attorneys' and accountants' fees)
incurred by the Custodian or any Fund, except those costs, expenses, damages,
liabilities or
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claims arising out of the negligence or wilful misconduct of the Subcustodian
or any of its employees or duly appointed agents. The Subcustodian shall have
no obligation hereunder for costs, expenses, damages, liabilities or claims,
including attorneys' fees, which are sustained or incurred by reason of any
action or inaction by the Book-Entry System or the Clearing Corporation, unless
such action or inaction is caused by the negligence or wilful misconduct of the
Subcustodian. In no event shall the Subcustodian be liable to the Custodian or
any Fund or any other third party for special, indirect or consequential
damages, or lost profits or loss of business, arising under or in connection
with this Agreement, even if previously informed of the possibility of such
damages and regardless of the form of action.
(b) The Subcustodian shall be liable to the Custodian for actual
damages sustained or incurred by the Custodian by reason of or as a result of
the Subcustodian's failure to exercise reasonable care in the performance of its
duties hereunder. The Custodian shall be liable to the Subcustodian for actual
damages sustained or incurred by the Subcustodian by reason of or as a result of
the Custodian's failure to exercise reasonable care in the performance of its
duties. The foregoing provisions shall be continuing obligations of the
Custodian and Subcustodian, their successors and assigns, notwithstanding the
termination of this Agreement. Actions taken or omitted in reasonable reliance
on Oral or Written Instructions, or upon an information, order, affidavit or
other instrument reasonably believed by the Subcustodian to be genuine or
bearing the signature of a person or persons reasonably believed to be
authorized to sign, countersign or execute the same, shall be conclusively
presumed to have been taken or omitted in the exercise of reasonable care.
2. Without limiting the generality of the foregoing, the Subcustodian
shall be under no obligation to inquire into, and shall not be liable for, the
validity of the issue of any
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Securities held hereunder, the legality thereof or the propriety of the amount
paid therefor.
3. The Subcustodian may, with respect to questions of law, apply for and
obtain the advice and opinion of counsel, which shall be competent outside
counsel if in connection with the interpretation of any material term contained
herein, and shall be fully protected with respect to anything done or omitted by
it in good faith in conformity with the advice or opinion of such competent
outside counsel.
4. The Subcustodian shall be under no obligation or duty to take action
to effect collection of any amount if the Securities upon which such payment is
due are in default, or if payment is refused after due demand and presentation.
5. The Subcustodian shall not be responsible for, or considered to be the
custodian of, any Securities, or any money, whether or not represented by any
check, draft, or other instrument for the payment of money received by it on
behalf of the Custodian, until the Subcustodian actually receives and collects
such Securities or monies directly or by the final crediting of the
Subcustodian's account on the books of the Book-Entry System or the Clearing
Corporation. The Subcustodian will be entitled to reverse any credits made on
the Custodian's behalf where such credits have been previously made and
Securities or monies are not finally collected.
6. It is expressly understood and agreed that the Subcustodian shall have
no obligation whatsoever to inquire into, and shall have no responsibility for,
the sufficiency of any Securities or monies which the Custodian has instructed
the Subcustodian to receive or deliver hereunder, and the Subcustodian shall be
entitled to rely upon any Written or Oral Instruction actually received by the
Subcustodian and reasonably believed by the Subcustodian to be duly authorized
and
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delivered. The Custodian agrees to forward to the Subcustodian Written
Instructions confirming Oral instructions in such manner so that such Written
Instructions are received in by the Subcustodian by the close of business of
the same day that such Oral Instructions are given to the Subcustodian. The
Custodian agrees that the fact that such confirming Written Instructions are
not received or that contrary instructions are received by the Subcustodian
shall in no way affect the validity or enforceability of the transactions
authorized by the Custodian.
7. It is understood that the Subcustodian is authorized to supply any
information regarding the Account or DDA Account which is required by any law
or governmental regulation now or hereafter in effect.
8. The Subcustodian shall not be responsible or liable for any failure or
delay in the performance of its obligations under this Agreement arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including without limitation, acts of God, earthquakes, fires, floods,
wars, civil or military disturbances, sabotage, epidemics, riots, acts of civil
or military authority or governmental actions.
9. The Subcustodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied against the
Subcustodian in connection with this Agreement.
ARTICLE V
TERMINATION
Either of the parties hereto may terminate this Agreement by giving to the
other party a notice in writing specifying the date of such termination, which
shall be not less than thirty
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(30) days after the date of giving of such notice. Upon termination hereof, the
Custodian shall reimburse the Subcustodian for any disbursements and expenses
made or incurred by the Subcustodian and payable or reimbursable hereunder. The
Subcustodian shall follow such reasonable Oral or Written Instructions
concerning the transfer of custody of records, Securities and other items as
the Custodian shall give; provided, that the Subcustodian shall not be required
to make any such delivery or payment until full payment shall have been made by
the Custodian of all liabilities constituting a charge on or against the
Subcustodian and until full payment shall have been made to the Subcustodian of
all its costs and expenses hereunder. Upon the date set forth in a termination
notice this Agreement shall terminate, and except as otherwise provided herein
all obligations of the parties to each other hereunder shall cease.
ARTICLE VI
MISCELLANEOUS
1. The Custodian agrees to furnish to the Subcustodian a new certificate
in the event that any present Authorized Person ceases to be an Authorized
Person or in the event that any other Authorized Persons are appointed and
authorized. Until such new certificate is received, the Subcustodian shall be
fully protected in acting upon Oral Instructions or signatures of the present
Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Subcustodian, shall be sufficiently given if
addressed to the Subcustodian and received by it at its offices at 00 Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx, 00000 Attention:_______________________________, or at such
other place as the Subcustodian may from time to time designate in writing.
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3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its office at X.X.
Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: (Fund Name, Number), Telex
Number: 940956 St St BK2QNCY, or at such other place or telex number as the
Custodian may from time to time designate in writing.
4. Each and every right granted to the Subcustodian and Custodian
hereunder or under any other document delivered hereunder or in connection
herewith, or allowed them by law or equity, shall be cumulative and may be
exercised from time to time. No failure on the part of the Subcustodian or
Custodian to exercise, and no delay in exercising, any right will operate as a
waiver thereof, nor will any single or partial exercise by the Subcustodian or
Custodian of any right preclude any other or future exercise thereof or the
exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations shall not in any
way be affected or impaired thereby, and if any provision is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
6. This Agreement may not be amended or modified in any manner except by
a written agreement executed by both parties.
7. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by either party without the written
consent of the other.
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8. This Agreement shall be construed in accordance with the laws of the
State of New York. The Custodian hereby consents to the jurisdiction of a state
or federal court situated in New York City, New York in connection with any
dispute arising hereunder.
9. In performance hereunder, the Subcustodian is acting solely on behalf of
the Custodian and no contractual or service relationship shall be deemed to be
established hereby between the Subcustodian and any other person.
10. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunto duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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Title: SENIOR VICE PRESIDENT
ATTEST: THE BANK OF NEW YORK
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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Title: Vice President
January 20, 1993
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