Exhibit 8(b)
SUBCUSTODIAN AGREEMENT
Between
STATE STREET BANK AND TRUST COMPANY
and
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
SUBCUSTODIAN AGREEMENT
The undersigned custodian (the "Custodian") for the investment company
identified below (the "Fund") hereby appoints on the following terms and
conditions Xxxxxx Guaranty Trust Company of New York 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 represent to the
other and to the Fund that it is a bank 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 hold in a separate account,
segregated at all times from all other accounts maintained by the Subcustodian,
all securities and rights thereto of the Fund ("Fund Securities") deposited from
time to time by the Custodian with the Subcustodian. The Subcustodian will
accept, hold or dispose of and take such other actions with respect to Fund
Securities in addition to those specified in Section 3 in accordance with the
Instructions of the Custodian given in the manner set forth in Section 4.
Registered Fund Securities may be held in the name of the Subcustodian's
nominee.
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 thereupon, (iii) collect and distribute to the
Custodian interest and any dividends and distributions on Fund Securities, (iv)
execute any necessary declarations or certificates of ownership under any tax
law now or hereafter in effect, (v) forward to the Custodian all confirmations,
notices, proxies or proxy soliciting materials relating to the Fund Securities
received by it (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 hereunder 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 for the account of others, the
Subcustodian will furnish a copy thereof to the Custodian. Payment by the
Subcustodian for Fund Securities may be made only against receipt of such
securities.
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
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authorized to give Instructions to the Subcustodian with respect to Fund
Securities (an "Authorized Officer") shall be authorize to instruct the
Subcustodian as to the acceptance, holding, voting, presentation, disposition or
any other action with respect to Fund Securities from time to time by telephone
(if recorded) or in writing signed by such Authorized Officer and delivered by
hand, mail, telecopier, 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. The Subcustodian will promptly
transmit to the Custodian all receipts, confirmations or other transactional
evidence received by it in respect of Fund Securities as to which the
Subcustodian has received any Instructions. Instructions to the Subcustodian
shall be given to Xxxxxx Guaranty Trust Company of New York, 00 Xxxxx Xxxxxx
(00xx Xxxxx), Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust and
Securities Department; Phone (000) 000-0000. Communications to the Custodian and
the Fund shall be made at the addresses set forth below.
5. The Subcustodian. The Subcustodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement and shall not
be liable for any action taken or omitted to be taken if done without negligence
or willful misconduct. The Subcustodian will indemnify, defend and save harmless
the Custodian for any loss or liability incurred by the Custodian arising out of
or in connection with the Subcustodian's negligence or willful misconduct.
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6. The Fund. The name Xxxxxxx New York Tax Free Fund is the designation of
the Trustees of the Fund for the time being under a Declaration of Trust dated
May 25, 1983, as amended, and all persons dealing with the Fund must look solely
to the Fund property for the enforcement of any claims against the Fund, as
neither the Trustees, officers, agents or shareholders assume any personal
liability or obligations entered into on behalf of the Fund.
7. 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, (iii) may be amended by the parties hereto in
writing and (iv) may be terminated by either party hereto upon 10 days' written
notice to the other (and the Subcustodian shall cause any Fund Securities held
by it upon such termination to be made available to the Custodian or its order).
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth below.
Dated: November 2S, 0000 XXXXX XXXXXX BANK AND TRUST COMPANY
BY: /s/ [ILLEGIBLE]
------------------------
Vice President
X.X. Xxx 000, Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
As Custodian for XXXXXXX NEW YORK
TAX FREE FUND
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
BY: /s/ Xxxxxxx X. Xxxxxxx
-------------------------
Title: Xxxxxxx X. Xxxxxxx
Vice President
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