EXHIBIT 8(f)
SUBCUSTODIAN AGREEMENT
AGREEMENT dated as of March 29, 1983, between State Street Bank and Trust
Company organized under the laws of the Commonwealth of Massachusetts (the
"Custodian"), and Bank of America, National Trust and Savings Association (the
"Subcustodian").
WITNESSETH:
WHEREAS, the Custodian has entered into a custodian agreement with
Institutional Liquid Assets (the "Fund") dated December 27, 1978;
WHEREAS, the Fund is a Series Company with multiple portfolios (each such
portfolio being referred to herein as a "Portfolio" and all such Portfolios
being collectively referred to herein as the "Portfolios") and pursuant to
Section 18 (f) (2) of the Investment Company Act of 1940 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;
WHEREAS, the Custodian desires to utilize Subcustodian for the purpose of
holding cash and securities of the Fund;
WHEREAS, the Subcustodian is a bank within the meaning of Section 2(a) (5)
of the Investment Company Act of 1940 having an aggregate capital surplus and
undivided profits of not less than two million ($2,000,000);
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NOW THEREFORE, the Custodian and Subcustodian hereby agree as follows:
I. The Custodian may from time to time deposit securities or cash with the
Subcustodian. The Subcustodian shall not be responsible for any property of
the Fund not delivered to the Subcustodian.
II. The Subcustodian shall hold and dispose of the securities hereafter held by
or deposited with the Subcustodian as follows:
A. 1) The Subcustodian shall hold in a separate account, and physically
segregated at all times from those of any other persons, firms,
corporations, or other Portfolios, pursuant to the provisions hereof,
all securities received by it for the account of the Custodian as
custodian with respect to such Portfolio. If any securities of a
Portfolio are registered in nominee name, such nominee name shall be
used solely for such Portfolio. All such securities are to be held or
disposed of by the Subcustodian for, and subject at all times to, the
instructions of the Custodian pursuant to the terms of this Agreement.
2) Not withstanding any other provisions of this Agreement, it is
expressly understood and agreed that the Subcustodian is authorized in
the performance of its duties hereunder to deposit all or any part of
the securities owned by the Fund in the book-entry system of the
system of the Federal Reserve Banks (hereinafter called the "System")
and to use the facilities of such system, all as provided under the
provisions of Rule 17f-4 under the Investment Company Act Of 1940 as
from time to time amended.
In connection with the use of the System Subcustodian will be liable
to Custodian for any losses and damages relating to the failure to
effectively enforce such rights as may exist against the System.
B. Upon receipt of instructions from the Custodian, the Subcustodian
shall release or deliver securities owned by a Portfolio only for
the following purposes:
(1) upon sale of securities for the account of such Portfolio
against receipt of payment therefor in
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Federal funds or, in extraordinary circumstances, in clearing
house funds;
(2) to the issuer thereof or its agent when securities are called,
redeemed, retired or otherwise become payable, provided that
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payment as aforesaid is to be delivered to the Subcustodian;
(3) for exchange for a different number of bonds or certificates
representing the same aggregate face amount or number of units,
for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
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case, the new securities and cash, if any, are to be delivered
to the Subcustodian;
(4) in the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities; provided that, in any such case, the
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surrender of interim receipts or temporary securities for
definitive securities may be made at any time; provided that,
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in any such case, the new securities are to be delivered to the
Subcustodian;
(5) in the case of tender offers or similar offers to purchase
received in writing, the delivery of securities to the
designated depository or other receipt agent. The Subcustodian
shall have full responsibility for transmitting to the
Custodian any such offers received by it. Thereafter, the
Custodian, if it desires to respond to such offer, shall have
full responsibility for providing the Subcustodian with all
necessary instructions in timely enough fashion for the
Subcustodian to act thereon prior to any expiration time for
such offer;
(6) upon receipt form the Custodian of instructions directing
disposition of securities in a manner other
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than or for purposes other than the manners and purposes
enumerated in the foregoing five items; provided, however,
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the disposition pursuant to this item (6) shall be made by the
Subcustodian only upon receipt of instructions from the Custodian
specifying the amount of such securities to be delivered, the
purpose for which the delivery is to be made, and the name of the
person or persons to whom such delivery is to be made.
III. The Subcustodian shall hold and dispose of cash held by or deposited with
the Subcustodian as follows:
A. The Subcustodian shall open and maintain a separate account or
accounts for each Portfolio in the name of the Custodian as custodian
with respect to such Portfolios, subject only to draft or order by the
Subscustodian acting pursuant to the terms of this Agreement. The
Subscustodian shall hold in such account or accounts, subject to the
provision hereof, all cash received by it for the account of the
Custodian as custodian for such Portfolio.
B. Upon receipt of instruction from the Custodian, the Subcustodian shall
make payments of cash for the account of a Portfolio from such cash
only for the following purposes:
(1) Upon the purchase of securities for the account of such Portfolio
but only against the delivery of such securities to the
Subcustodian. In the case of repurchase agreements entered into
between such Portfolio and the Subcustodian, Paragraph 3 of the
Exhibit B attached hereto will apply and by its execution of this
Agreement the Subcustodian is deemed to have delivered the
written undertaking referred to in clause (a) thereof, and agrees
to comply with clauses (a) (i) through (iii) and (b);
(2) in connection with the subscription, conversion, exchange, tender
or surrender of securities owned by
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such Portfolio as set forth in Paragraph II.B hereof; and
(3) for deposit with the Custodian or with such other banking
institutions as may from time to time be approved by the Fund.
All deposits will be effected by the transfer of Federal
Reserve funds to the Custodian or such other banks.
IV. All instructions shall be in writing executed by the Custodian, and the
Subcustodian shall not be required to act on instructions otherwise
communicated; provided, however, that the Subcustodian may in its discretion
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act on the basis of instructions received from the Custodian via
telecommunications facilities. The Subcustodian may require that
instructions received via telecommunications facilities be authenticated.
The Subcustodian may receive and accept a certificate signed by the
Assistant Secretary of the Custodian as conclusive evidence of the authority
of any person to act on behalf of the Custodian, and such certificate may be
considered as in full force and effect until receipt by the Subcustodian or
written notice the contrary.
V. Unless and until the Subcustodian receives instructions from the Custodian
to the contrary, the Subcustodian shall:
A. Present for payment all coupons and other income items held by it for the
account of the Custodian as custodian for the Fund which call for payment
upon presentation and hold the cash received by it upon such payment for
the account of the Custodian as custodian for the Fund;
B. Collect interest and cash dividends received, with notice to the
Custodian, for the account of the Custodian as custodian for the Fund;
C. Hold for the account of the Custodian as custodian for the Fund hereunder
all stock dividends, rights and similar securities issued with respect to
any securities held by it hereunder.
VI. The Subcustodian shall execute on behalf of the Custodian, in the Fund's
name, any declarations, affidavits, or certificates of ownership which may
be necessary or useful from time to time
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for the Subcustodian to perform any or several of its obligations arising
under the provision of this Agreement.
VII. If the Subcustodian shall receive any notices or reports in respect of
securities held by it hereunder, it shall promptly upon receipt thereof
transmit to the Custodian by airmail, telecommunications facilities, or
comparable means any such notices or reports.
VIII. The Subcustodian may, from time to time, appoint (and may at any time
remover) any bank or trust company within the meaning of the Investment
Company Act of 1940, as its agent for purposes of acquiring or disposing
of securities or carrying out such provisions of this Agreement as the
Subcustodian may, from time to time, direct; provided, that the
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Subcustodian shall be fully liable to the Custodian for the acts or
omissions of such agents to the same extent as if the acts or omissions of
the agents were the acts or omissions of the Subcustodian.
IX. On each day on which there is a cash or securities transaction for the
account of the Custodian as custodian for the Fund, the Subcustodian
shall dispatch to the Custodian (and to the Fund if requested) separate
cash and securities advices (each designating the affected Portfolio). The
subcustodian shall furnish to the Custodian at the end of every month a
statement of the cash and securities held by the Subcustodian and any
agent for the Custodian as custodian for the Fund. Such statements shall
be broken down by Portfolio and shall be sent by airmail,
telecommunications facilities or comparable means to the Custodian within
15 days after the end of each month. The Subcustodian shall furnish the
Custodian with such additional statements as the Custodian may reasonably
request.
X. As compensation for the services rendered pursuant to this Agreement, the
Custodian shall pay the Subcustodian a fee computed in accordance with
the schedule attached hereto as Exhibit A, as such schedule may be amended
from time to time by written agreement between the Custodian and the
Subcustodian. The Custodian shall reimburse the Subcustodian for any
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reasonable out-of-pocket expenses incurred by the Subcustodian in
connection with its obligations hereunder.
XI. Upon request, the Custodian shall deliver, or shall request the Fund to
deliver, to the Subcustodian, such proxies, powers-of-attorney or other
instruments as may be necessary or desirable in connection with the
performance by the Subcustodian of its obligations under this Agreement.
XII. So long as and to the extent that it is in the exercise of reasonable
care, the Subcustodian (a) 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 pursuant to this Agreement, and (b)
shall be protected in acting upon any notice, instruction, request,
certificate or other instrument reasonably believed by it to be genuine
and to be signed by the proper party or parties. The Subcustodian shall
be entitled to and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice provided that such
action taken or omitted is not in violation of Federal or State laws or
regulations and is taken or omitted in good faith and without negligence.
The Subcustodian shall be liable for all acts or omissions not in good
faith or with negligence or misconduct on its part, the standard for
which shall be that applicable to a bailee for hire under Massachusetts
law.
XIII. This Agreement may be terminated at any time by the Custodian or the
Subcustodian by giving written notice to the other party at least thirty
(30) days prior to the date on which such termination is to become
effective. In the event of termination, the Subcustodian will deliver any
securities held by it or any agent to the Custodian or to such successor
subcustodian as the Custodian shall instruct in a manner to be mutually
agreed upon by the parties hereto or, in the absence of such agreement,
in a reasonable manner. Further in the event of termination, the
Subcustodian shall be entitled to receive prior to the delivery of the
securities held by it or
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any agent all accrued fees and unreimbursed expenses the payment for which
is contemplated by paragraph X hereof upon receipt by the Custodian of a
final statement setting for the such fees and expenses.
XIV. Except as the parties shall from time to time otherwise agree, all
instructions, notices, reports and other communications contemplated by
this Agreement shall be dispatched as follows:
If to the Custodian: State Street Bank and Trust Company
Custody & Shareholder Services
X.X. Xxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx
Telex Number: 000000 Xx Xx XX0XXXX
If to Subcustodian: Bank of America National Trust &
Savings Assoc.
Securities Service Department #3298
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Attention: Clearance Department/Xxx Xxxxxx
Rapifax Number; 000-000-0000
XV. This Agreement constitutes the entire understanding and agreement of the
parties hereto, and neither this Agreement nor any provisions hereof may be
change, waived, discharged or terminated except by a statement in writing
signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
XVI. This Agreement shall be binding upon and shall inure to the benefit of the
Custodian and the Subcustodian and their successors and assignees provided,
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that neither the Custodian nor the Subcustodian may assign this Agreement
or any of the rights or obligations hereunder without the prior written
consent of the other party.
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XVII. This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Massachusetts.
XVIII. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and
the same instrument. This Agreement shall become effective when one or
more counterparts have been signed and delivered by each of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
STATE STREET BANK AND TRUST COMPANY
(the "Custodian")
X. Xxxxxxxx
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Vice President
BANK OF AMERICAS NATIONAL TRUST
AND SAVINGS ASSOCIATION
(The "Subcustodian")
Signature illegible
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Asst. Vice President
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EXHIBIT A
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To the Subcustodian Agreement between
State Street Bank and Trust Company
and
Bank of America, National Trust and Savings Association
Re: Institutional Liquid Assets
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The fee pursuant to Section X shall be $10.00 Book entry
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$20.00 Physical
for each transfer of a security into or out of the
Subcustodian Account.
Dated: March 29, 1983
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