EXHIBIT 8(c)(ii)
STATE STREET/BANKERS TRUST SUBCUSTODIAL
ARRANGEMENT
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SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") for each of the investment
companies (each such investment company is herein referred to as the "Fund")
identified in EXHIBIT #2 of the OPERATING PROCEDURES attached hereto as APPENDIX
I and, as amended from time to time, made a part hereof, hereby appoints on the
following terms and conditions Bankers Trust Company as subcustodian (the
"Subcustodian") for it and the Subcustodian hereby accepts such appointment on
the following terms and conditions as of the date set forth below.
1. Qualification. The Custodian and the Subcustodian each represents
to the other and to the Fund that it is qualified to act as a custodian for a
registered investment company under the Investment Company Act of 1940, as
amended (the "1940 Act").
2. Subcustody. The Subcustodian agrees to maintain a separate account and
to hold segregated at all times from the Subcustodian's securities and from all
other customers' securities held by the Subcustodian, all the Fund's securities
and evidence of rights thereto ("Fund Securities") deposited, from time to time
by the Custodian's authorized representative with the Subcustodian. The
Subcustodian will accept, hold or dispose of and take other actions with respect
to Fund Securities in accordance with the instructions of the Custodian given in
the manner set forth in Section 4 and will take certain other actions as
specified in Section 3. The Subcustodian may take steps to register and continue
to hold Fund Securities in the name of the Subcustodian's nominee and shall take
such other steps as the Subcustodian believes necessary or appropriate to carry
out efficiently the terms of this Agreement. To the extent that ownership of
Fund Securities may be recorded by a book entry system maintained by any
transfer agent or registrar for such Fund Securities or as Depositor, Trust
Company, the Subcustodian may hold Fund Securities as a book entry reflecting
the ownership of such Fund Securities by its nominee and need not possess
certificates or any other evidence of ownership of Fund Securities. The
Subcustodian shall identify on its records Fund Securities which are held in a
book entry system.
3. Subcustodian's Acts Without Instructions. Except as otherwise
instructed pursuant to Section 4, the Subcustodian will (i) present all Fund
Securities requiring presentation for any payment thereon, (ii) distribute to
the Custodian cash received thereon, (iii) collect and distribute to the
Custodian interest and any dividends and distributions on Fund Securities, (iv)
at the request of the Custodian, or on its [illegible]
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execute any necessary declarations or certificates of ownership (provided by the
Custodian or on its behalf) under any tax law now or hereafter in effect, (v)
forward to the Custodian, or notify it by telephone of, confirmations, notices,
proxies or proxy soliciting materials relating to the Fund Securities received
by it as registered holder (and the Custodian agrees to forward same to the
Fund), (vi) report to the Custodian any missed payment or other default upon any
Fund Securities known to it as Subcustodian and (vii) make no free, delivery of
Fund Securities to anyone other than the Custodian. Promptly after the
Subcustodian is furnished with any report of its independent public accountants
on an examination of its internal accounting controls and procedures for
safeguarding securities held in its custody as subcustodian under this Agreement
or under similar agreements, the Subcustodian will furnish a copy thereof to the
Custodian.
4. Instructions, Other Communications. Any officer of the Custodian
designated from time to time by letter to the Subcustodian, signed by the
President or any Vice President and any Assistant Vice President, Assistant
Secretary or Assistant Treasurer of the Custodian, as an officer of the
Custodian authorized to give instructions to the Subcustodian with respect to
Fund Securities (the "Authorized Officer"), shall be authorized to instruct the
Subcustodian as to the acceptances, holding, presentation, disposition or any
other action with respect to Fund Securities from time to time by telephone, or
in writing signed by such Authorized Officer and delivered by tested telex,
tested computer printout or such other reasonable method as the Custodian and
Subcustodian shall agree is designed to prevent unauthorized officer's
instructions; provided, however, the Subcustodian is authorized to accept and
act upon orders from the Custodian, whether orally, by telephone or otherwise,
which the Subcustodian reasonably believes to be given by an authorized person.
The Subcustodian will promptly transmit to the Custodian all receipts and
transaction confirmations in respect of Fund Securities as to which the
Subcustodian has received any instructions. The Authorized Officers shall be as
set forth on EXHIBIT #1 of the OPERATING PROCEDURES. The Subcustodian will
furnish a weekly statement relating to the account which shall reflect Fund
Securities held in the account at the date of such statement.
5. Liabilities. (i) The Subcustodian shall not be liable for any action
taken or omitted to be taken in carrying out the terms and provision of this
Agreement if done without willful malfeasance, bad faith, negligence or reckless
disregard of its obligations and duties under this Agreement. Except as
otherwise set forth herein, the Subcustodian shall have no responsibility for
ascertaining or acting upon any calls, conversions, exchange offers, tenders,
interest rate changes or similar matters relating to the Fund
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Securities (except at the instructions of the Custodian), nor for informing the
Custodian with respect thereto, whether or not the Subcustodian has, or is
deemed to have, knowledge of the aforesaid. The Subcustodian is under no duty to
supervise or to provide investment counseling or advice to the Custodian or the
Fund relative to the purchase, sale, retention or other disposition of any Fund
Securities held hereunder. The Subcustodian shall for the benefit of the
Custodian and the Fund use the same care with respect to receiving, safekeeping,
handling and delivery of Fund Securities as it uses in respect of its own
securities.
(ii) The Subcustodian will indemnify, defend and save harmless the
Custodian and the Fund from and against all loss, liability, claims and demands
incurred by the Custodian or the Fund arising out of or in connection with the
Subcustodian's willful malfeasance, bad faith, negligence or reckless disregard
of its obligations and duties under this Agreement.
(iii) The Subcustodian agrees to be responsible for and indemnify the
Subcustodian and any nominee in whose name the Fund Securities are registered,
from and against all loss, liability, claims and demands incurred by the
Subcustodian and the nominee in connection with performance of any activity
pursuant to this Agreement, done in good faith and without negligence, including
any expenses, taxes or other charges which the Subcustodian is required to pay
in connection therewith.
6. Each party may terminate this Agreement at any time by not less than
ten (10) business days' prior written notice. In the event that such notice is
given, the Subcustodian shall make delivery of the Fund Securities held in the
Subcustodian account to the Custodian or to any third party within the Borough
of Manhattan, specified by the Custodian in writing within ten (10) days of
receipt of the termination notice, at the Custodian's expense.
7. All communications required or permitted to be given under this
Agreement, unless otherwise agreed by the parties, shall be addressed as
follows:
(i) to the Subcustodian:
Bankers Trust Company
0 Xxxxxxx Xxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
EMD Safekeeping Unit
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(ii) to the Custodian:
State Street Bank and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn.: Mutual Funds Service Administration
3. Miscellaneous: This Agreement (i) shall be governed by and construed in
accordance with the laws of the State of New York, (ii) may be executed in
counterparts each of which shall be deemed an original but all of which shall
constitute the same instrument, and (iii) may be amended by the parties hereto
in writing.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth below.
Dated: August 21, 0000
XXXXX XXXXXX BANK & TRUST COMPANY
As Custodian
By: /s/ [Illegible]
-----------------------------
Title: Vice President
BANKERS TRUST COMPANY
As Subcustodian
By: /s/ [Illegible]
-----------------------------
Title: Senior V P
-------------------------
APPENDIX I
State Street/Bankers Trust Subcustodial Arrangement
for "TENR" Immobilization Program
OPERATING PROCEDURES
Subject to the SUBCUSTODIAN AGREEMENT dated August 21, 1986 as executed between
State Street Bank and Trust Company as Custodian and Bankers Trust Company as
Subcustodian for the approved Funds, the following Operating Procedures shall
apply to the custody of "TENR" securities purchased by or on behalf of the
Funds:
I. Authorizations
EXHIBIT #1 attached hereto. and as amended from time to time, is a listing of
the State Street Bank and Trust Company [SSB] personnel authorized to provide
instructions to Bankers Trust Company as Subcustodian (BTCoS] under the terms of
the SUBCUSTODIAN AGREEMENT. BTCoS representatives by function are:
Purchase/Sale - Instructions & Settlement Confirmation
Xxxx Xxxxxxxxx (212) 618 - 3671
Xxxxxx Xxxxxxxxx (212) 618 - 3667
Xxxx Xxxx (212) 618 - 3687
Xxxxxxxxx Xxxxxxx (212) 618 - 3649(BACKUP ONLY)
Interest Payment, Position, Historical Transaction Inquiries
Xxxxxxxx Xxxxxx (212) 250 - 7885
Subcustodial Responsibilities
Xxxxxxx Xxxxxx (212) 250 - 7866
II. Standing Instructions
SSB will provide BTCoS with standing instructions for interest/redemption
proceeds in Federal Funds and for telecopier numbers for transaction clearance
confirmation. These instructions are incorporated hereto.
III. Purchases
When a Fund enters into a transaction with Bankers Trust Company Municipal
Dealer Department (Dealer) to purchase a "TENR" position, the Fund will notify a
SSB Administrator. The SSB Administrator will provide trade authorization
information (using the trade instruction/confirmation form attached) to BTCoS
via telecopier by 1:00 p.m. if SSB has received instructions by 12:00 noon.
BTCoS telecopier numbers are:
Rapicom 5000 (212) 619 - 3826 Primary Unit
Rapicom 5000 (212) 619 - 3823 Back Up Unit Only
SSB will notify BTCoS of transmissions via telephone and BTCoS will acknowledge
receipt of instructions via telephone. BTCoS will follow the Verification
procedures (see V. below) and confirm receipt of securities in settlement of the
transaction on settlement date (using the trade instruction/confirmation form
attached) to SSB via telecopier by 3:30 p.m.
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The confirmation of receipt will be sent by BTCoS to the SSB telecopier number
indicated on the trade instruction/confirmation form.
SSB will then forward a Fed Funds wire to Dealer for the purchase amount
formatted as follows:
Bankers Trust Company N.Y.C.
Attn.: Muni #88/DSK Cage #99 - 401 - 356
F/B/O FUND NAME & SECURITIES DESC.
In the event that time guidelines can not be adhered to, instruction relay and
confirmation will be handled on a "best efforts" basis.
IV. Sales
The basic procedures and time guidelines for settlement of sale transactions are
as indicated above for purchases. When a Fund enters into a transaction with
Dealer to sell a "TENR" position, the Fund will notify a SSB Administrator. The
SSB Administrator will provide trade authorization information to BTCoS via
telecopier, BTCoS will acknowledge and follow Verification procedures.
BTCoS will withdraw securities from the Fund inventory and deliver to Dealer
with instructions to forward a Fed Funds wire to SSB (ABA #000000000) for the
sale amount formatted as follows:
State Street Bank and Trust Company, Boston
Attn: Mutual Funds Services Division
F/B/O FUND NAME
BTCoS will confirm delivery of securities in settlement of the transaction on
settlement date to SSB via telecopier.
V. Verification
BTCoS will compare all instructions to Dealer and advise SSB of any
discrepancies. SSB will contact the Fund and report back to BTCoS on the
discrepancies. Trades will not be settled until verified by all parties. All
changes to the original instructions must be documented and authorized by SSB
(using the trade instruction/confirmation form attached) and forwarded to BTCoS
via telecopier. All trades which can not be settled on intended settlement date
will be considered failed trades and followed for settlement on subsequent
business days.
VI. Interest Payments
Interest will be wired in Fed Funds by BTCoS to SSB on the date that BTCoS
received interest payment value. Payments will be
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formatted as follows:
State Street Bank and Trust Company, Boston
Attn: Mutual Funds Services Division
F/B/O FUND NAME
SEC DESC &/or CUSIP #
VII. Stated Maturity Redemptions
BTCoS will present all securities for redemption at stated maturity date.
Redemption proceeds will be wired in Fed Funds by BTCoS to SSB on the date that
BTCoS receives redemption proceeds value. Payments will be formatted as follows:
State Street Bank and Trust Company, Boston
Attn: Mutual Fund Services Division
F/B/O FUND NAME
SEC DESC &/or CUSIP #
VIII. Reporting
BTCoS will mail a weekly statement of position and a monthly statement of
position (as of the last business day of each month) to SSB at:
State Street Bank and Trust Company
0000 Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Mutual Funds Services Administration
IX. Applicability of Operating Procedures
These procedures will apply for all Funds approved for the subcustodial
arrangement. The Funds as set forth on EXHIBIT #2 attached hereto will be
covered by these procedures. As additional Funds are approved for the
Subcustodial Arrangement, EXHIBIT #2 will be amended. Unless otherwise set forth
in writing, these operating procedures shall apply as stated to all Funds listed
on EXHIBIT #2.
The procedures set forth in this "working document" will be met on a "best
effort" basis and shall remain in force until such time that the SUBCUSTODIAN
AGREEMENT is terminated.
Agreed to & Accepted by:
State Street Bank and Trust Company
As Custodian
By: /s/ [Illegible] Signature: /s/ [Illegible]
----------------------- --------------------------
Title: Vice President Date: Aug. 20, 1986
--------------------
Bankers Trust Company
As Subcustodian
By: /s/ [Illegible] Signature: /s/ [Illegible]
----------------------- --------------------------
Title: SVP Date: [Illegible], 1986
--------------------
STATE STREET BANK/BANKERS TRUST SUBCUSTODIAL ARRANGEMENT
"TENR" IMMOBILIZATION PROGRAM *************************
* *
TRADE INSTRUCTION/CONFIRMATION FORM * BUY or SELL *
* *
========================================================================
TO: BTCo, 16 WALL ST-5TH FLOOR, NYC ATTN.: X. XXXXXXXXX - DSK CAGE
TELECOPIER # : (212) 619 - 3828
[ ] RECEIVE {BUY}
WE AUTHORIZE BTCo AS SUBCUSTODIAN TO: OR
[ ] DELIVER {SELL}.
THE FOLLOWING SECURITIES FOR OUR ACCOUNT:
FUND NAME: ________________________ FUND NUMBER:_______________________
TRADE DATE: ___________________ SETTLEMENT DATE: __________________
BROKER/CONTRAPARTY: BANKERS TRUST DEALER
CUSIP #: ________________ MATURITY DATE: ____________________________
SECURITY DESCRIPTION: __________________________________________________
[issuer, proj., series, rate, dtd. date]
________________________________________________________________________
________________________________________________________________________
PAR VALUE: _____________________ x UNIT PRICE: _______________________
ACCRUED INTEREST: ______________ NET AMOUNT: _________________________
ACCOUNT CONTROLLER: ____________________________________________________
STATE STREET BANK AUTHORIZATION: _______________________________________
STATE STREET BANK AUTHORIZATION: _______________________________________
========================================================================
PLEASE INFORM STATE STREET BANK OF ANY DISCREPANCIES BY 2:00 P.M.
------------------------------------------------------------------------
DISCREPANCY RESOLUTION/CHANGES: ________________________________________
________________________________________________________________________
STATE STREET BANK AUTHORIZATION:________________________________________
========================================================================
TO:SSB, 0000 XXXXXXXX XXXXX, XXXXXX, XXXX.,XXXX: MUTUAL FUNDS SERVICE ADMIN
TELECOPIER NUMBER : (617) ___ ___ ___ - ___ ___ ___ PRIMARY
TELECOPIER NUMBER : (617) ___ ___ ___ - ___ ___ ___ BACKUP ONLY
WE CONFIRM TO SSB AS CUSTODIAN THAT ABOVE REFERENCE SECURITIES WERE:
[ ] RECEIVED (BUY). PLEASE WIRE FED FUNDS IN THE NET AMOUNT,
OR
[ ] DELIVERED (SELL). PLEASE FOLLOW FOR FED FUNDS IN THE NET AMOUNT
BTCo. REPRESENTATIVE: _________________________ BTCo REF #: _____________
DATE: ___________
========================================================================
BANKERS TRUST SUBCUSTODIAN AGREEMENT
EXHIBIT #2
TO OPERATING PROCEDURES
DATED August 21, 1986
APPROVED FUNDS
THE AUTHORIZED FUNDS PURSUANT TO SECTION IX. OF THE OPERATING PROCEDURES ARE:
Name of Fund Fund Number
------------ -----------
Xxxxxxx Fund, Inc.
Xxxxxxx Managed Tax-Free Fund 4506
Xxxxxxx Institutional Fund, Inc.
Xxxxxxx Institutional Tax-Free Portfolio 4510
