EXHIBIT (8)(b)
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Form of Sub-Custodian Agreement
between State Street Bank and Trust Company
and State Street London Limited
CUSTODIAN AGREEMENT
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To: State Street London Limited
Xxxxx Xxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Great Britain
Gentlemen:
The undersigned State Street Bank and Trust Company ("State Street") hereby
requests that State Street London Limited (the "Trust Company") establish a cash
account at State Street's licensed London branch (or at such other deposit-
taking institution in the United Kingdom as State Street may designate) and a
custody account for each custody customer and employee benefit plan account
identified in the Schedule attached to this Agreement and each additional
account which is or may hereafter be identified to this Agreement. Such
customers and accounts are referred to herein as the "Customer" or "Customers."
Each such cash account and each such custody account so established will be
referred to herein as the "Cash Account" and "Custody Account," respectively,
and will be subject to the following terms and conditions:
1. The Trust Company shall hold in trust as agent for State Street and
shall physically segregate in the Cash Account and Custody Account,
respectively, such cash, bullion, coin, stocks, shares, bonds,
debentures, notes and other securities and other property which is
delivered to the Bank for those State Street Accounts (the
"Property").
2. a. Upon the prior approval of State Street the Trust Company may
deposit Securities, as hereafter defined, in a securities
depository or utilize a clearing agency, incorporated or
organized under the laws of a country other than the United
States;
b. When securities held for a Customer are deposited in a
securities depository or clearing agency by the Trust Company,
the Trust Company shall identify on its books as belonging to
State Street as agent for the Customer, the securities so
deposited.
3. Upon the written instructions of State Street, in accordance with
Paragraph 7, the Trust Company is authorized to direct the payment of
cash from the Cash Account and to sell, assign, transfer, deliver or
exchange, or to purchase for the Custody Account, any and all stocks,
shares, bonds, debentures, notes and other securities ("Securities"),
bullion, coin and any other property, but only as provided in such
written instructions. So long as and to the extent that it exercises
reasonable care, the Trust Company 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 and shall be held harmless
in acting upon any written instruction reasonably believed by it to
be genuine and to be signed by the proper party or parties.
4. Unless the Trust Company receives written instructions of State
Street to the contrary, the Trust Company is authorized:
a. To promptly receive and collect all income and principal with
respect to the Property and to deposit cash receipts in the
Cash Account;
b. To promptly exchange securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the
exchange of warrants, or other documents of entitlement to
securities, for the securities themselves);
c. To promptly surrender securities at maturity or when called for
redemption upon receiving payment therefor;
d. Whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or stock
split is received for securities in the Custody Account and
such rights entitlement or fractional interest bears an
expiration date, the Trust Company will endeavor to obtain
State Street Bank's instructions, but should these not be
received in time for the Trust Company to take timely action,
the Trust Company is authorized to sell such rights entitlement
or fractional interest and to credit the Custody Account;
e. To hold registered in the name of the nominee of the Trust
Company or its agents such Securities as are ordinarily held in
registered form;
f. To execute in State Street's name for the Customer, whenever
the Trust Company deems it appropriate, such ownership and
other certificates as may be required to obtain the payment of
income from the Property; and
g. To pay or cause to be paid, from the Cash Account any and all
taxes and levies in the nature of taxes imposed on such assets
by any governmental authority and shall use reasonable efforts,
to promptly reclaim any foreign withholding tax relating to the
Cash Account.
5. If the Trust Company shall receive any proxies, notices, reports or
other communications relative to any of the Securities of the Custody
Account in connection with tender offers, reorganization, mergers,
consolidations, or similar events which may have an impact upon the
issuer thereof, the Trust Company shall promptly transmit any such
communication to State Street by means as will permit State Street to
take timely action with respect thereto.
6. The Trust Company is authorized in its discretion to appoint brokers
and agents in connection with the Trust Company's handling of
transactions relating to the Property provided that any such
appointment shall not relieve the Trust Company of any of its
responsibilities or liabilities hereunder.
7. Written instructions shall include (i) instructions in writing signed
by such persons as are designated in writing by State Street; (ii)
telex or tested telex instructions of State Street; (iii) other forms
of instruction in computer readable form as shall be customarily
utilized for the transmission of like information; and (iv) such
other forms of communication as from time to time shall be agreed
upon by State Street and the Trust Company.
8. The Trust Company shall supply periodic reports with respect to the
safekeeping of assets held by it under this Agreement. The content of
such reports shall include but not be limited to any transfer to or
from any account held by the Trust Company hereunder and such other
information as State Street may reasonably request.
9. In addition to its obligations under Section 2b hereof, the Trust
Company shall maintain such other records as may be necessary to
identify the assets hereunder as belonging to each Customer.
10. The Trust Company agrees that its books and records relating to its
actions under this Agreement shall be opened to the physical, on-
premises inspection and audit at reasonable times by officers of,
auditors employed by or other representatives of State Street
(including to the extent permitted under applicable law the
independent public accountants for any Customer) and shall be
retained for such period as shall be agreed by State Street and the
Trust Company.
11. The Trust Company shall be entitled to reasonable compensation for
its services and expenses as custodian under this Agreement, as
agreed upon from time to time by the Trust Company and State Street.
12. a. The Trust Company shall exercise reasonable care in carrying
out the provisions of this Agreement, but shall be kept
indemnified by and shall be without liability for any action
taken or omitted by it in good faith without negligence. It
shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Trust Company, State Street or
both) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice.
b. If State Street requires the Trust Company to take action with
respect to the Securities, which action involves the payment of
money or which action may, in the opinion of the Trust Company,
result in the Trust Company being liable for the payment of
money or incurring liability of some other form, State Street,
as a prerequisite to requiring the Trust Company to take
action, shall provide indemnity to the Trust Company in an
amount and form satisfactory to it.
13. The Trust Company shall not be liable for any loss resulting from
political risks such as exchange control restrictions, expropriation,
nationalization, insurrection, civil strife, armed hostilities or
other similar events or any loss resulting from Acts of God, nuclear
incident and the like under circumstances where the Trust Company has
exercised reasonable care.
14. The Trust Company agrees (i) the property held hereunder is not
subject to any right, charge, security interest, lien or claim of any
kind in favor of the Trust Company or any of its agents or its
creditors except a claim of payment for their safe custody and
administration and (ii) the beneficial ownership of the Property
shall be freely transferable without the payment of money or other
value other than for safe custody or administration.
15. This Agreement may be terminated by the Trust Company or State Street
by 60 days' written notice to the other, sent by registered mail or
express courier. The Trust Company, upon the date this Agreement
terminates pursuant to notice which has been given in a timely
fashion, shall deliver the Property to the Customer unless the Trust
Company has received written instructions of State Street specifying
the name(s) of the person(s) to whom the Property shall be delivered.
16. The Trust Company and State Street shall each use its best efforts to
maintain the confidentiality of the Property in each Cash Account and
Custody Account, subject, however, to the provisions of any laws
requiring the disclosure of the Property.
17. Unless otherwise specified in this Agreement, all notices with
respect to matters contemplated by this Agreement shall be deemed
duly given when received in writing or by confirmed telex by the
Trust Company or State Street at their respective addresses set forth
below, or at such other address as be specified in each case in a
notice similarly given:
To State Street Master Trust Division, Global Custody
STATE STREET BANK AND TRUST COMPANY
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
X.X.X.
To the Trust Company ATTN:_________________________
STATE STREET LONDON LIMITED
Xxxxx Xxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxxxx XX00 0XX
Great Britain
18. This Agreement shall be governed by and construed in accordance with
the laws of the United Kingdom except to the extent that such laws
are preempted by the laws of the United States of America.
Please acknowledge your agreement to the foregoing by executing a copy of this
letter.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By: /s/ [SIGNATURE ILLEGIBLE]
--------------------------------
Vice President
Date: November 13, 1995
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Agreed to by: STATE STREET LONDON LIMITED
By: /s/ [SIGNATURE ILLEGIBLE], Director
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Date: 13th November, 1995
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