Exhibit 8(c)
INSTITUTIONAL LIQUID ASSETS
(000) 000-0000
8700 SEARS TOWER CHICAGO, ILLINOIS 60606
May 28, 1981
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Gentlemen:
Reference is made to the Custodian Agreement (the "Custodian
Agreement") dated December 27, 1978 between Institutional Liquid Assets ("XXX")
and State Street Bank and Trust Company.
The purpose of this letter is to advise you that, effective today,
Xxxxxxx, Xxxxx & Co. has become XXX's investment adviser and administrator as
well as the distributor of its units. In this regard, we enclose herewith copies
of the Investment Advisory and Distribution Agreements of even date herewith
between XXX and Xxxxxxx, Xxxxx & Co. Also enclosed is a certified resolution of
ILA's Trustees setting forth the names of those persons now authorized to give
or confirm instructions under the Custodian Agreement as well as the specimen
signatures of such persons. Finally, there is enclosed a document captioned
"Exhibit B" setting forth certain of Xxxxxxx, Xxxxx & Co.'s portfolio trading
practices with respect to XXX.
Please acknowledge receipt of this letter and the enclosures and your
agreement to comply with your obligations under Exhibit B by executing and
returning the enclosed copy of this letter.
Very truly yours
INSTITUTIONAL LIQUID ASSETS
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------
as its Chairman of Trustees
----------------------
Please acknowledge receipt of this letter and the enclosures and agree to comply
with our obligations under Exhibit B, all as of this 28th day of May, 1981.
STATE STREET BANK AND TRUST COMPANY
By:
------------------------------
as its
----------------------
1
AMENDMENT TO THE CUSTODIAN AGREEMENT
AGREEMENT made by and between State Street Bank and Trust Company (the
"Custodian") and Institutional Liquid Assets (the "Fund").
WHEREAS, the Custodian and the Fund are parties to a Custodian Agreement
dated December 27, 1978 (as amended, the "Custodian Agreement") governing the
terms and conditions under which the Custodian maintains custody of the
securities and other assets of the Fund;
WHEREAS, the Fund is an open-end management investment company registered
under the Investment Company Act of 1940 ("1940 Act") with authority to operate
as a series company with multiple portfolios, and pursuant to section 18 (f) (2)
of the 1940 Act each series of the Fund's Units, representing the interest in a
portfolio, is preferred over all other series in respect of the assets
specifically allocated to such portfolio; and
WHEREAS, the Custodian and the Fund desire to amend the Custodian Agreement
to provide for the maintenance of the Fund's foreign securities, and cash
incidental to transactions in such securities, in the custody of certain foreign
organizations acting as sub-custodians in conformity with the requirements of
Rule 17f-5 under the 1940 Act;
NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the Custodian Agreement by the
addition of the following terms and conditions;
1. Appointment of Foreign Sub-Custodians
-------------------------------------
The Fund hereby authorizes and instructs the Custodian to employ as
sub-custodians for the Fund's securities and other assets maintained outside the
United States the foreign banking institutions, foreign trust companies, foreign
securities depositories and foreign clearing agencies designated on Schedule A
hereto ("foreign sub-custodians"). Upon receipt of "Proper Instructions", as
defined in Section 9 of the Custodian Agreement, together with a certified
resolution of the Fund's Board of Trustees, the Custodian and the Fund may agree
to amend Schedule A hereto from time to time to designate additional foreign
banking institutions, foreign trust companies, foreign securities depositories
and foreign clearing agencies to act as sub-custodians. Upon receipt of Proper
Instructions, the Fund may instruct the Custodian to cease the employment of any
one or more of such sub-custodians for maintaining custody of the Fund's assets.
2. Assets to be Held
-----------------
The Custodian shall limit the securities and other assets maintained
in the custody of the foreign sub-custodians to: (a) "foreign securities", as
defined in paragraph (c) (1) of Rule 17f-5 under the 1940 Act, and (b) cash and
cash equivalents in such amounts as the Custodian or the Fund may determine to
be reasonably necessary to effect the Fund's foreign securities transactions.
3. Foreign Securities Depositories and Clearing Agencies
-----------------------------------------------------
Except as may otherwise be agreed upon in writing by the Custodian and
the Fund, assets of the Fund shall be maintained in foreign securities
depositories and clearing agencies only through arrangements implemented by the
foreign banking institutions and foreign trust companies serving as sub-
custodians pursuant to the terms hereof. Where possible, such arrangements
shall include entry into agreements containing the provisions set forth in
Section 5 hereof.
4. Segregation of Securities
-------------------------
The Custodian shall identify on its books as belonging to the Fund
(designating the particular portfolio thereof), the foreign securities and
related cash and cash equivalents of such portfolio held by each foreign sub-
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custodian. Each agreement pursuant to which the Custodian employs a foreign
banking institution or foreign trust company shall require that such institution
establish a custody account for the Custodian on behalf of the Fund (designating
the particular portfolio thereof) and physically segregate in that account the
securities and other assets of such portfolio, and, in the event that such
institution deposits the portfolio's securities in a foreign securities
depository, that it shall identify on its books as belonging to the Custodian,
as agent for the Fund (designating the particular portfolio thereof), the
securities so deposited.
5. Agreements with Foreign Banking Institutions
--------------------------------------------
Each agreement with a foreign banking institution and foreign trust
company shall be substantially in the form set forth in Exhibit 1 hereto and
shall provide that: (a) the assets of a Fund's portfolio will not be subject to
any right, charge, security interest, lien or claim of any kind in favor of the
foreign banking institution or foreign trust company or its creditors or agents,
except a claim of payment for their safe custody or administration; (b)
beneficial ownership for the Fund's assets will be freely transferable without
the payment of money or value other than for custody or administration; (c)
adequate records will be maintained identifying the assets as belonging to such
portfolio; (d) officers of or auditors employed by, or other representatives of
the Custodian, including to the extent permitted under applicable law the
independent public accountants for the Fund, will be given access to the books
and records of the foreign banking institution or foreign trust company relating
to its actions under its agreement with the Custodian; and (e) assets of the
Fund held by the foreign sub-custodian will be subject only to the instructions
of the Custodian or its agents.
6. Access of Independent Accountants of the Fund
---------------------------------------------
Upon request of the Fund, the Custodian will use its best efforts to
arrange for the independent accountants of the Fund to be afforded access to the
books and records of any foreign banking institution or foreign trust company
employed as a foreign sub-custodian insofar as such books and records relate to
the performance of such foreign banking institution or foreign trust company
under its agreement with the Custodian.
7. Reports by Custodian
--------------------
The Custodian will supply to the Fund from time to time, as reasonably
requested by the Fund, statements in respect of the securities and other assets
of the Fund held by foreign sub-custodians, including but not limited to an
identification of entities having possession of the Fund's securities and other
assets and advices or notifications of any transfers of securities to or from
such custodial account maintained by a foreign banking institution or foreign
trust company for the Custodian on behalf of the Fund indicating, as to
securities acquired for the Fund, the identity of the entity having physical
possession of such securities.
8. Transactions in Foreign Custody Account
---------------------------------------
(a) Except as otherwise provided in paragraph (b) of this Section 8, the
provisions of Section 4, 5, and 7A, B, C and E of the Custodian Agreement
shall apply, mutatis mutandis to the foreign securities, cash and cash
------- --------
equivalents of the Fund held outside the United States by foreign sub-
custodians.
(b) Notwithstanding any provision of the Custodian Agreement to the
contrary, settlement and payment for securities received for the account of the
Fund and delivery of securities maintained for the account of the Fund may be
effected in accordance with the customary established securities trading or
securities processing practices and procedures in the jurisdiction or market in
which the transaction occurs, including, without limitation, delivering
securities to the purchaser thereof or to a dealer therefor (or an agent for
such purchaser or dealer) against a receipt with the expectation of receiving
later payment for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set forth
in Section 3B of the Custodian Agreement.
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9. Liability of Foreign Sub-Custodians
-----------------------------------
Each agreement pursuant to which the Custodian employs a foreign
banking institution or foreign trust company as a foreign sub-custodian shall
require the sub-custodian to exercise reasonable care in the performance of its
duties and to indemnify, and hold harmless, the Custodian and the Fund from and
against any loss, damage, cost, expense, liability or claim arising out of or in
connection with the institution's performance of such obligations. At the
election of the Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a foreign banking institution or
foreign trust company as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made whole
for any such loss, damage, cost, expense, liability or claim.
10. Liability of Custodian
----------------------
The Custodian shall be liable for the acts or omissions of a foreign
banking institution or foreign trust company to the same extent as set forth
with respect to sub-custodians generally in the Custodian Agreement and,
regardless or whether assets are maintained in the custody of a foreign banking
institution, a foreign trust company, a foreign securities depository, a foreign
clearing agency or a branch of a U.S. bank as contemplated by paragraph 13
hereof, the Custodian shall not be liable for any loss, damage, cost, expense,
liability or claim resulting from nationalization, expropriation, currency
restrictions, or acts of war or terrorism or any loss where the sub-custodian
has otherwise exercised reasonable care. Notwithstanding the foregoing
provisions of this paragraph 10, in delegating custody duties to State Street
London Ltd., the Custodian shall not be relieved of any responsibility to the
Fund for any loss due to such delegation, except such loss as may result from
(a) political risk (including, but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization, insurrection, civil
strife or armed hostilities) or (b) other losses (excluding a bankruptcy or
insolvency of State Street London Ltd. not caused by political risk) due to Acts
of God, nuclear incident or the like under circumstances where the Custodian and
State Street London Ltd. have exercised reasonable care.
11. Reimbursement for Advances
--------------------------
If a portfolio of the Fund requires the Custodian to advance cash or
securities for any purpose including the purchase or sale of foreign exchange or
of contracts for foreign exchange, 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 amendment to
the Custodian 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 such portfolio shall be security therefor
and should the Fund fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's assets to the
extent necessary to obtain reimbursement but in no event to exceed the assets of
such portfolio of the Fund.
12. Monitoring Responsibilities
---------------------------
The Custodian shall furnish annually to the Fund, during the month of
June, information concerning the foreign sub-custodians employed by the
Custodian. Such information shall be similar in kind and scope to that
furnished to the Fund in connection with the initial approval of this amendment
to the Custodian Agreement. In addition, the Custodian will promptly inform the
Fund in the event that the Custodian learns of a material adverse change in the
financial condition of a foreign sub-custodian or any material loss of the
assets of the Fund or in the case of any foreign sub-custodian not the subject
of an exemptive order from the Securities and Exchange Commission is notified by
such foreign sub-custodian that there appears to be a substantial likelihood
that its shareholders, equity will decline below $200 million (U.S. dollars or
the equivalent thereof) or that its shareholders' equity has declined below $200
million (in each case computed in accordance with generally accepted U.S.
accounting principles).
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13. Branches of U.S. Banks
----------------------
(a) Except as otherwise set forth in this amendment to the Custodian
Agreement, the provisions hereof shall not apply where the custody of Fund
assets is maintained in a foreign branch of a banking institution which is a
"bank" as defined by Section 2(a)(5) of the 1940 Act meeting the qualification
set forth in Section 26(a) of said Act. The appointment of any such branch as a
sub-custodian shall be governed by paragraph 8B of the Custodian Agreement.
(b) Cash held for a portfolio of the Fund in the United Kingdom shall be
maintained in an interest bearing account established for such portfolio with
the Custodian's London Branch, which account shall be subject to the direction
of the Custodian, State Street London Ltd. or both.
14. Applicability of Custodian Agreement
------------------------------------
Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Agreement shall continue to apply with full force
and effect.
15. Unitholder Liability
--------------------
This amendment to the Custodian Agreement is executed by or on behalf
of the Fund and the obligations hereunder are not binding upon any of the
Trustees, officers or unitholders of the Fund individually but are binding only
upon the Fund and its assets and property. The Fund's Trust Agreement is on file
with the Secretary of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
4th day of October, 1988.
INSTITUTIONAL LIQUID ASSETS
ATTEST:
By: Xxxxx Xxxxxx By: X. X. Xxxxxxx
----------------------------- --------------------------------
as its Vice President as its President
--------------------- -----------------------------
STATE STREET BANK AND TRUST COMPANY
ATTEST:
Signature illegible By: X. X. Xxxxxxxx
-------------------------------- --------------------------------
as its Asst. Secretary as its Vice President
--------------------- -----------------------------
5
SCHEDULE A
-----------
The following foreign banking institutions, foreign trust companies,
foreign securities depositories and foreign clearing agencies have been approved
by the Trustees of Institutional Liquid Assets for use as sub-custodians for
such fund's securities and other assets.
State Street London Limited
6
EXHIBIT 1
CUSTODIAN AGREEMENT
-------------------
To: State Street London Limited
State Street House
00 Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Great Britain
Gentlemen:
The undersigned State Street Bank and Trust Company ("State Street") hereby
requests that State Street London Limited (the "Trust Company") establish a cash
account at State Street's licensed London branch (or at such other deposit-
taking institution in the United Kingdom as State Street may designate) and a
custody account for each custody customer and employee benefit plan account
identified in the Schedule attached to this Agreement and each additional
account which is or may hereafter be identified to this Agreement. Such
customers and accounts are referred to herein as the "Customer" or "Customers."
Each such cash account and each such custody account so established will be
referred to herein as the "Cash Account" and "Custody Account," respectively,
and will be subject to the following terms and conditions:
1. The Trust Company shall hold in trust as agent for State Street and
shall physically segregate in the Cash Account and Custody Account,
respectively, such cash, bullion, coin, stocks, shares, bonds, debentures, notes
and other securities and other property which is delivered to the Bank for those
State Street Accounts (the "Property").
2. a. Upon the prior approval of State Street the Trust Company may
deposit Securities, as hereafter defined, in a securities depository
or utilize a clearing agency, incorporated or organized under the
laws of a country other than the United States;
b. When securities held for a Customer are deposited in a securities
depository or clearing agency by the Trust Company, the Trust
Company shall identify on its books as belonging to State Street as
agent for the Customer, the securities so deposited.
3. Upon the written instructions of State Street, in accordance with
Paragraph 7, the Trust Company is authorized to direct the payment of
cash from the Cash Account and to sell, assign, transfer, deliver or
exchange, or to purchase for the Custody Account, any and all stocks,
shares, bonds, debentures, notes and other securities ("Securities"),
bullion, coin and any other property, but only as provided in such
written instructions. So long as and to the extent that it exercises
reasonable care, the Trust Company shall not be responsible for the
title, validity or genuineness of any Property or evidence of title
thereto received by it or delivered by it and shall be held harmless in
acting upon any written instruction reasonably believed by it to be
genuine and to be signed by the proper party or parties.
4. Unless the Trust Company receives written instructions of State Street
to the contrary, the Trust Company is authorized;
a. To promptly receive and collect all income and principal with
respect to the Property and to deposit cash receipts in the Cash
Account;
b. To promptly exchange securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the exchange
of warrants, or other documents of entitlement to securities, for
the securities themselves);
7
c. To promptly surrender securities at maturity or when called for
redemption upon receiving payment therefor;
d. Whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or stock
split is received for securities in the Custody Account and such
rights entitlement or fractional interest bears an expiration date,
the Trust Company will endeavor to obtain State Street Bank's
instructions, but should these not be received in time for the Trust
Company to take timely action, the Trust Company is authorized to
sell such rights entitlement or fractional interest and to credit
the Custody Account;
e. To hold registered in the name of the nominee of the Trust Company
or its agents such Securities as are ordinarily held in registered
form;
f. To execute in State Street's name for the Customer, whenever the
Trust Company deems it appropriate, such ownership and other
certificates as may be required to obtain the payment of income from
the Property; and
g. To pay or cause to be paid, from the Cash Account any and all taxes
and levies in the nature of taxes imposed on such assets by any
governmental authority and shall use reasonable efforts, to promptly
reclaim any foreign withholding tax relating to the Cash Account.
5. If the Trust Company shall receive any proxies, notices, reports or
other communications relative to any of the Securities of the Custody
Account in connection with tender offers, reorganization, mergers,
consolidations, or similar events which may have an impact upon the
issuer thereof, the Trust Company shall promptly transmit any such
communication to State Street by means as will permit State Street to
take timely action with respect thereto.
6. The Trust Company is authorized in its discretion to appoint brokers and
agents in connection with the Trust Company's handling of transactions
relating to the Property provided that any such appointment shall not
relieve the Trust Company of any of its responsibilities or liabilities
hereunder.
7. Written instructions shall include (i) instructions in writing signed by
such persons as are designated in writing by State Street; (ii) telex or
tested telex instructions of State Street; (iii) other forms of
instruction in computer readable form as shall be customarily utilized
for the transmission of like information; and (iv) such other forms of
communication as from time to time shall be agreed upon by State Street
and the Trust Company.
8. The Trust Company shall supply periodic reports with respect to the
safekeeping of assets held by it under this Agreement. The content of
such reports shall include but not be limited to any transfer to or from
any account held by the Trust Company hereunder and such other
information as State Street may reasonably request.
9. In addition to its obligations under Section 2b hereof, the Trust
Company shall maintain such other records as may be necessary to
identify the assets hereunder as belonging to each Customer.
10. The Trust company agrees that its books and records relating to its
actions under this Agreement shall be opened to the physical, on-
premises inspection and audit at reasonable ties by officers of,
auditors employed by or other representatives of State Street (including
to the extent permitted under applicable law the independent public
accountants for any Customer) and shall be retained for such period as
shall be agreed by State Street and the Trust Company.
11. The Trust Company shall be entitled to reasonable compensation for its
services and expenses as custodian under this Agreement, as agreed upon
from time to time by the Trust Company and State Street.
8
12. a. The Trust Company shall exercise reasonable care in carrying out the
provisions of this Agreement, but shall be kept indemnified by and
shall be without liability for any action taken or omitted by it in
good faith without negligence. It shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the Trust
Company, State Street or both) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to such
advice.
b. If State Street requires the Trust Company to take action with
respect to the Securities, which action involves the payment of money
or which action may, in the opinion of the Trust Company, result in
the Trust Company being liable for the payment of money or incurring
liability of some other form, State Street, as a prerequisite to
requiring the Trust Company to take action, shall provide indemnity
to the Trust Company in an amount and form satisfactory to it.
13. The Trust Company shall not be liable for any loss resulting from
political risks such as exchange control restrictions, expropriation,
nationalization, insurrection, civil strife, armed hostilities or other
similar events or any loss resulting from Acts of God, nuclear incident
and the like under circumstances where the Trust Company has exercised
reasonable care.
14. The Trust Company agrees (i) the property held hereunder is not subject
to any right, charge, security interest, lien or claim of any kind in
favor of the Trust Company or any of its agents or its creditors except
a claim of payment for their safe custody and administration and (ii)
the beneficial ownership of the Property shall be freely transferable
without the payment of money or other value other than for safe custody
or administration.
15. This Agreement may be terminated by the Trust Company or State Street by
60 days' written notice to the other, sent by registered mail or express
courier. The Trust Company, upon the date this Agreement terminates
pursuant to notice which has been given in a timely fashion, shall
deliver the Property to the Customer unless the Trust Company has
received written instructions of State Street specifying the name(s) of
the person(s) to whom the Property shall be delivered.
16. The Trust Company and State Street shall each use its best efforts to
maintain the confidentiality of the Property in each Cash Account and
Custody Account, subject, however, to the provisions of any laws
requiring the disclosure of the Property.
17. Unless otherwise specified in this Agreement, all notices with respect
to matters contemplated by this Agreement shall be deemed duly given
when received in writing or by confirmed telex by the Trust Company or
State Street at their respective addresses set forth below, or at such
other address as be specified in each case in a notice similarly given:
To State Street Master Trust Division, Global Custody
STATE STREET BANK AND TRUST COMPANY
P.O. Box 1713
Boston, Massachusetts 02105
U.S.A.
To the Trust Company ATTN:
---------------------------------
STATE STREET LONDON LIMITED
State Street House
12 Xxxxxxxx Xxxx
London EC4N 7BN
Great Britain
9
18. This Agreement shall be governed by and construed in accordance with the
laws of the United Kingdom except to the extent that such laws are prompted
by the laws of the United States of America.
Please acknowledge your agreement to the foregoing by executing a copy of this
letter.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By: Signature illegible
--------------------------------
Vice President
Date: November 13, 1985
--------------------------------
Agreed to by: STATE STREET LONDON LIMITED
By: Signature illegible
--------------------------------------
Date: 13th November, 1985
------------------------------------
10
AMENDMENT TO THE
CUSTODIAN AGREEMENT
-------------------
AGREEMENT made this 12th day of May, 1992 by and between STATE STREET BANK
AND TRUST COMPANY ("State Street") and Institutional Liquid Assets (the "Fund").
WITNESSETH THAT:
----------------
WHEREAS, State Street and the Fund are parties to a Custodian Agreement
dated December 27, 1978 (as amended to date, the "Agreement") which governs the
terms and conditions under which State Street maintains custody of the
securities and other assets of the Fund:
NOW THEREFORE, State Street and the Fund hereby amend the terms of the
Custodian Agreement and mutually agree to the following:
Insert as the final paragraph under Responsibility of Custodian:
---------------------------
If the Fund requires State Street to advance cash or securities for any
purpose or in the event that State Street 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 and should the Fund fail to repay State
Street promptly, State Street shall be entitled to utilize available cash
and to dispose of Fund assets to the extent necessary to obtain
reimbursement.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and on its behalf by a duly authorized officer as of the
day and year first above written.
ATTEST: XXXXXXX XXXXX
INSTITUTIONAL LIQUID ASSETS
/s/ Xxxxx Xxxxxxx /s/ Xxxxx X. Xxxxxx
------------------------- ---------------------------------
Treasurer
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ X. Xxxxxx /s/ Xx Xxxx
------------------------- ---------------------------------
Assistant Secretary Vice President
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