EXHIBIT g(2)
SUBCUSTODY AGREEMENT
AGREEMENT, dated as of 2/97 between The Bank of New York
("Custodian") and State Street Bank and Trust Company ("Subcustodian").
WHEREAS, Custodian acts as custodian for each entity identified on Schedule
A hereto (each, a "Fund"; collectively the "Funds"); and
WHEREAS, Custodian acts as custodian for each of the Funds; and
WHEREAS, Subcustodian maintains a book-entry system for holding
uncertificated Securities (as defined herein) and effecting transfers of
Securities; and
WHEREAS, Custodian desires to appoint Subcustodian as its subcustodian for
the purposes of receiving, delivering and safekeeping cash and Securities;
NOW THEREFORE, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the
meanings set forth below:
1. "Authorized person" shall be an officer or employee of Custodian, duly
authorized by Custodian to give Oral and/or Written Instructions on behalf of
Custodian, such persons to be designated in a Certificate of Authorized Persons
which contains a specimen signature of such person.
2. "Oral Instructions" shall mean verbal instructions received by
Subcustodian from an Authorized Person or from a person reasonably believed by
Subcustodian to be an Authorized Person.
3. "Securities" shall mean uncertificated securities in a book-entry system
maintained by Subcustodian and securities issued in definitive form.
4. "Written Instructions" shall mean any notices, instructions or other
instruments in writing received by Subcustodian from an Authorized Person or
from a person reasonably believed by Subcustodian to be an Authorized Person by
letter, telex, telecopy facsimile, Subcustodian's on-line communication system,
or any other method whereby Subcustodian is able to verify with a reasonable
degree of certainty the identity of the sender of such communications or the
sender is required to provide a password or other identification code.
ARTICLE II
APPOINTMENT OF SUBCUSTODIAN; ACCOUNT;
REPRESENTATIONS AND WARRANTIES
1. Custodian hereby appoints Subcustodian as subcustodian of all Securities
and all monies at any time delivered to Subcustodian during the term of this
Agreement. Subcustodian hereby accepts appointment as such subcustodian and
agrees to establish and maintain one or more securities accounts and cash
accounts in the name of each Fund (each an "Account") or in the name of two or
more Funds acting jointly (each a "Joint Account") in which it will hold
Securities and cash as provided herein. Each Account or Joint Account shall be
for the exclusive use of the specific Fund for which it was established.
2. Custodian hereby represents and warrants, which representations and
warranties shall be continuing, that:
(a) Each of the Funds identified on Schedule A attached hereto have
authorized Custodian to appoint Subcustodian to act pursuant to this Agreement
and to perform Custodian's obligations hereunder.
3. Subcustodian hereby represents and warrants, which representations and
warranties shall be continuing, that:
(a) Subcustodian is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, and has obtained all authorizations, consents and approvals
required to enter into this Agreement and to perform its obligations hereunder.
(b) This Agreement has been duly authorized, executed and delivered by
Subcustodian, constitutes a valid and legally binding obligation of
Subcustodian, enforceable in accordance with its terms, and no statute,
regulation, rule, order, judgment or contract binding on Subcustodian prohibits
Subcustodian's execution or performance of this Agreement; and
(c) It is a bank within the meaning of Section 2(a)(5) of the Investment
Company Act of 1940, as amended, having aggregate capital, surplus and undivided
profits of not less than two million dollars ($2,000,000).
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Subject to the terms hereof, Custodian authorizes Subcustodian to hold
any Securities received by it from time to time for the relevant Account or
Joint Account, Custodian authorizes Subcustodian to hold Securities in
registered form in its name or the name of its nominees. Securities and cash
deposited with Subcustodian will be represented in accounts which include only
assets held by Subcustodian for its customers. Subcustodian shall take
possession of each definitive Security at a secure facility at one of its
offices in Massachusetts. Subcustodian shall maintain sufficient books and
records to identify the Securities and cash belonging to each Account or Joint
Account.
2. Subcustodian shall furnish Custodian with an advice of daily
transactions and a monthly summary of all transfers to or from each Account and
Joint Account.
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3. With respect to all Securities held in each Account and Joint Account,
Subcustodian shall, unless otherwise instructed to the contrary:
(a) Receive all income and other payments and advise Custodian as promptly
as practicable of any such amounts due but not paid;
(b) Present for payment and receive the amount paid upon all Securities
which may mature and advise Custodian as promptly as practicable of any such
amounts due but not paid;
(c) Forward to Custodian copies of all information or documents that it may
receive from an issuer of Securities which, in the opinion of Subcustodian, are
intended for the beneficial owner of Securities;
(d) Execute, as custodian, any certificates of ownership, affidavits,
declarations or other certificates under any tax laws now or hereafter in effect
in connection with the collection of bond and note coupons;
(e) Hold directly all rights and similar Securities issued with respect to
any Securities held by Subcustodian hereunder; and
(f) Endorse for collection checks, drafts or other negotiable instruments.
4. Upon receipt of Written Instructions, Subcustodian will exchange
Securities held hereunder for other Securities and/or cash in connection with
any conversion privilege, reorganization, recapitalization, redemption in kind,
consolidation, tender offer or exchange offer, or any exercise or subscription,
purchase or other similar rights represented by Securities.
5. Subcustodian is not at any time under any duty to supervise the
investment of, or to advise or make any recommendation for the purchase, sale,
retention or disposition of Securities.
6. Subcustodian will effect transactions in accordance with, and subject
to, the rules and regulations of the relevant market.
ARTICLE IV
PURCHASE AND SALE OF SECURITIES
CREDITS TO ACCOUNT
1. Promptly after each purchase or xxxx of Securities by a Fund, Custodian
shall deliver to Subcustodian Written Instructions specifying all information
necessary for Subcustodian to effect such purchase or sale. Subcustodian shall
account for all purchases and sales of Securities on the actual settlement date
unless otherwise agreed by Subcustodian and Custodian.
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2. Subcustodian may, as a matter of bookkeeping convenience or by separate
agreement with the Funds, credit the relevant Accounts of Joint Accounts with
the proceeds from the sale, redemption or other disposition of Securities or
interest, dividends or other distributions payable on Securities prior to its
actual receipt of final payment therefore. All such credits shall be conditional
until Subcustodian's actual receipt of final payment and may be reversed by
Subcustodian to the extent that final payment is not received. Payment with
respect to a transaction will not be "final" until Subcustodian shall have
received immediately available funds which under applicable law or rule are
irreversible and not subject to any security interest, levy or other
encumbrance, and which are specifically applicable to such transaction.
ARTICLE V
OVERDRAFTS
If Subcustodian in its sole discretion advances funds to the Custodian or
there shall arise for whatever reason an overdraft in an Account or Joint
Account (including, without limitation, overdrafts incurred in connection with
the settlement of securities or funds transfers) or if the Custodian is for any
other reason indebted to Subcustodian, the Custodian agrees to repay
Subcustodian on demand the amount of the advance, overdraft or indebtedness plus
accrued interest at a rate ordinarily charged by Subcustodian to its
institutional custody customers and any property at any time held for the
Account or Joint Account of the Custodian shall be security therefore and should
the Custodian fail to repay Subcustodian promptly, Subcustodian shall be
entitled to utilize such property to the extent necessary to obtain
reimbursement.
ARTICLE VI
CONCERNING SUBCUSTODIAN
1. Subcustodian shall act as a bailee for hire with respect to its duties
hereunder and shall maintain the same degree of ordinary care with respect to
the custody of Securities and cash as is given to similar property held by banks
generally acting in a custodial capacity. Subcustodian shall not be liable for
any costs, expenses, damages, liabilities or claims including attorneys' and
accountants' fees (collectively, "Losses") incurred by or asserted against
Custodian, except those Losses arising out of the negligence or willful
misconduct of Subcustodian.
2. Subcustodian shall be under no obligation to take action to collect any
amount payable on Securities in default, or if payment is refused after due
demand and presentment except as requested pursuant to Written Instructions.
3. Subcustodian shall be entitled to rely upon any Written or Oral
Instruction actually received by Subcustodian and reasonably believed by
Subcustodian to be duly authorized and delivered. Custodian agrees to forward to
Subcustodian Written Instructions confirming Oral Instructions given by it by
the close of business of the same day that such Oral Instructions are given to
Subcustodian. Custodian agrees that the fact that such confirming Written
Instructions are not received or that contrary Written Instructions are received
by Subcustodian shall in no way affect the validity or enforceability of
transactions authorized by such Oral Instructions and effected by Subcustodian.
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4. Upon reasonable request and provided Subcustodian shall suffer no
significant disruption of its normal activities, each Fund and Custodian shall
have access to Subcustodian's books and records relating to the Account or Joint
Account during Subcustodian's normal business hours. Upon reasonable request,
copies of any such books and records shall be provided to the relevant Fund or
Custodian.
5. It is understood that Subcustodian is authorized to supply any
information regarding the Account or Joint Account which is required by any law
or government regulation now or hereafter in effect.
ARTICLE VII
TERMINATION
Any party may terminate this Agreement by giving to the other parties a
notice in writing specifying the date of such termination, which shall be not
less than ninety (90) days after the date of such notice. Upon termination
hereof, the appropriate Fund shall pay to Subcustodian such compensation as may
be due to Subcustodian, and shall likewise reimburse Subcustodian for other
amounts payable or reimbursable to Subcustodian hereunder. Subcustodian shall
follow such reasonable Oral or Written Instructions concerning the transfer of
custody of records, Securities and other items as such Authorized Person shall
give. Upon termination of this Agreement, except as otherwise provided herein,
all obligations of the parties to each other hereunder shall cease.
ARTICLE VIII
MISCELLANEOUS
1. Custodian agrees to furnish to Subcustodian a new Certificate of
Authorized Persons in the event of any change in the then present Authorized
Persons. Until such new Certificate is received, Subcustodian shall be fully
protected in acting upon Oral Instructions and Written Instructions of such
present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to Custodian, shall be sufficiently given if
addressed to Custodian and received by it at its offices at 00 Xxxxxxxxxx Xxxxxx
- Mutual Funds Division, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as
Custodian may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to Subcustodian shall be sufficiently given if
addressed to Subcustodian and received by it at its offices at
_________________________________________, or at such other place as
Subcustodian may from time to time designate in writing.
4. Each and every right granted to any party hereunder or under any other
document delivered hereunder or in connection herewith, or allowed it by law or
equity, shall be cumulative and may be exercised from time to time. No failure
on the part of any party to exercise, and no delay in exercising, any right will
operate as a waiver thereof, nor will any single or partial exercise by any
party of any right preclude any other or future exercise thereof or the exercise
of any other right.
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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 shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties. 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.
6. This Agreement shall be construed in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws principles
thereof. Custodian and Subcustodian hereby consent to the jurisdiction of a
state or federal court situated in New York City, New York in connection with
any dispute arising hereunder.
7. 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, Custodian and Subcustodian have caused this Agreement
to be executed by their respective officers, thereunto duly authorized, as of
the day and year first above written.
THE BANK OF NEW YORK
By: /S/ Xxxxxxx F Grunston
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Title: XXXXXXX F GRUNSTON
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Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/Illegible
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Title: Vice President
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Schedule A
(as revised February 1, 2002)
AIM Investment Securities Funds - AIM Limited Maturity Treasury Fund
AIM Investment Securities Funds - AIM Money Market Fund
AIM Investment Securities Funds - AIM Municipal Bond Fund
AIM Tax-Exempt Funds - AIM High Income Municipal Fund
AIM Tax-Exempt Funds - AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Funds - AIM Tax-Free Intermediate Fund
AIM Variable Insurance Funds - AIM V.I. Money Market Fund
Short-Term Investments Co. - Cash Assets Portfolio
Short-Term Investments Co. - Liquid Assets Portfolio
Short-Term Investments Co. - Prime Portfolio
Short-Term Investments Trust - Government & Agency Portfolio
Short-Term Investments Trust - Government TaxAdvantage Portfolio
Short-Term Investments Trust - Treasury Portfolio
Tax-Free Investments Co. - Cash Reserve Portfolio
