SUBCUSTODIAN AGREEMENT Exhibit (g)(18)
AGREEMENT dated as of March 29th, 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 interests 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 dollars ($2,000,000);
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) Notwithstanding 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
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 Federal funds or, in
extraordinary circumstances, in clearing house funds;
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(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 case, the new securities and
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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 the surrender of interim receipts or
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temporary securities for definitive securities may be made at any time;
provided that, in any such case, the new securities are to be delivered
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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 from the Custodian of instructions
directing disposition of securities in a manner other than or for
purposes other than the manners and purposes
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enumerated in the foregoing five items; provided, however, the
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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
Subcustodian acting pursuant to the terms of this Agreement. The
Subcustodian shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it for the account of the
Custodian as custodian for such Portfolio.
B. Upon receipt of instructions 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 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);
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(2) in connection with the subscription, conversion,
exchange, tender or surrender of securities owned by 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 act
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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 of written notice to 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;
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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 for the Subcustodian to perform any
or several of its obligations arising under the provisions 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
remove) 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 Subcustodian shall be fully liable to
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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
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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 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
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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 any agent all accrued fees and
unreimbursed expenses the payment of which is contemplated by Paragraph X hereof
upon receipt by the Custodian of a final statement setting forth 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 the 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
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XV. This Agreement constitutes the entire understanding and agreement of
the parties hereto, and neither this Agreement nor any provisions hereof may be
changed, 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.
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.
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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")
/s/ [Signature Illegible]
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Vice President
BANK OF AMERICA, NATIONAL TRUST
AND SAVINGS ASSOCIATION
(the "Subcustodian")
/s/ [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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