EXHIBIT 8(c)(iii)
SUBCUSTODIAN AGREEMENT
between
BANKERS TRUST COMPANY
and
STATE STREET BANK AND TRUST COMPANY
Sub-Custodian Agreement
State Street Bank and Trust Company, a Massachusetts trust company, having
its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx,
00000 (hereinafter called the "Custodian"), hereby appoints Bankers Trust
Company, a New York banking corporation, having its principal place of business
at 0 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (hereinafter called the
"Sub-Custodian") to serve as Sub-Custodian and to hold such securities as the
Custodian may designate on behalf of and upon the instructions of the
appropriate entity listed on Exhibit A attached hereto (each a "Fund" and
collectively, the "Funds") for which the Custodian is custodian, subject to the
terms and conditions set forth herein.
1. Representation by Sub-Custodian.
The Sub-Custodian hereby represents that it is qualified to act as
custodian for a registered investment company under the Investment Company Act
of 1940, as amended, and that it has aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than $25,000,000.
2. Custodian Services.
The Sub-Custodian shall hold in an account in the name of the Custodian,
as custodian for the Funds, securities registered in the name of the
Sub-Custodian's nominee (the "Account") and owned by each such Fund. Such
securities shall be designated by
the Custodian upon instructions of the appropriate Fund and shall consist of
bonds or notes of any issue that (a) are tax exempt, (b) incorporate an
adjustable interest rate that is convertible to interest rates determinable on a
variable or a fixed rate basis, (c) entitle the owners of such securities to
have such securities purchased at specified times and (d) require the services
of a custodian (which may be the Sub-Custodian) to establish a book-entry system
similar to that set forth in the Relevant Master Custody Agreement (as
hereinafter defined in paragraph 13 hereof). Such securities may be commingled
with other securities of the same issue or with other securities held in a
fiduciary or custodial capacity but shall be physically segregated from all
securities held in the Sub-Custodian's individual capacity or for its account.
Subject to paragraph 13 hereof, the Sub-Custodian shall release and deliver such
securities only upon receipt of instructions from the Custodian.
The Sub-Custodian shall collect on a timely basis, and credit to each
Fund's Sub-Custodial account, all income and other payments with respect to
securities held under this Agreement to which such Fund is entitled as owner of
the securities and shall notify the Custodian of any income or other payments
that are not collected within a reasonable time after they become payable.
Payments of income are to be made by wire advice to the account of each Fund so
specified on Exhibit A.
The Sub-Custodian shall at no time supervise the investment of, or advise
or make any recommendations for the sale, purchase or other disposition of
securities held under this Agreement.
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All purchase and sale transactions shall be carried out by the Sub-Custodian
only as the Custodian may instruct pursuant to paragraph 3 hereof.
3. Instructions.
Subject to paragraph 13 hereof, instructions furnished by the Custodian
to the Sub-Custodian with respect to securities held by the Sub-Custodian under
this Agreement shall be signed by such officer or officers of the Custodian as
are authorized from time to time by the Custodian; provided, however, that the
Sub-Custodian is authorized to accept and act upon orders from the Custodian,
whether given orally, by telephone or otherwise, which the Sub-Custodian
reasonably believes to be given by an authorized person and the Sub-Custodian
shall be entitled to rely on such written or oral authorization provided it has
no actual knowledge to the contrary. The Custodian shall confirm such orders in
writing. The Sub-Custodian shall use the same care with respect to the
receiving, safekeeping, handling and delivering of securities held under this
Agreement as it uses in respect of its own similar securities, but it need not
maintain any special insurance for the benefit of the Custodian or the Funds
unless it may be required to do so by applicable law, in which case the costs of
any such insurance shall be an additional charge to the Custodian or the Funds.
The Sub-Custodian shall not be liable for any action taken or thing done by it
in carrying out the terms and provisions of this Agreement or the Relevant
Master Custody Agreement if done in good faith and
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without negligence or wilful misconduct on the Sub-Custodian's part. The
Custodian shall not be liable for any action taken or thing done by it in
carrying out the terms and provisions of this Agreement if done in good faith
and without negligence or misconduct on the Custodian's part. The Sub-Custodian
shall have no authority to select any broker or similar agent used to effect the
purchase and sale of securities.
4. Ownership Certificates for Tax Purposes and Indemnification.
The Sub-Custodian shall execute, as Custodian (as defined in Section 13
hereof), any necessary declarations or certificates of ownership required under
any tax law now or hereafter in effect.
The Custodian agrees to indemnify the Sub-Custodian and any nominee in
whose name securities hereunder are registered against, and hold it harmless
from, any liabilities, and any related out-of-pocket expenses, which it may
incur in connection with this Agreement, other than any liabilities and expenses
arising out of that Sub-Custodian's bad faith, wilful misconduct or negligence.
The Sub-Custodian agrees to indemnify the Custodian against, and to hold it
harmless from, any liabilities, and any related out-of-pocket expenses, which it
may incur in connection with this Agreement which arise out of the
Sub-Custodian's bad faith, negligence or wilful misconduct.
At the election of the Custodian, it shall be entitled to be subrogated to
the rights of the Sub-Custodian with respect to any claim against any person the
Sub-Custodian may have as a consequence of any such loss, expense or damage, if,
and to the
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extent the Custodian has not been made whole for any such loss, expense or
damage.
5. Reports by Sub-Custodian's Independent Public Accountants.
To the extent permitted by applicable law the Sub-Custodian shall provide
the Custodian, upon request, with any quarterly or annual reports prepared in
the normal course of business of the Sub-Custodian by the Sub-Custodian's
independent public accountants on the accounting system, internal accounting
controls and procedures for safeguarding securities relating to the services
provided by the Sub-Custodian under this Agreement.
6. Access to Records.
To the extent permitted by applicable law the Sub-Custodian will not
refuse any reasonable request for inspection and audit on its books and records
by an agent of a Fund or Custodian.
7. Cooperation.
The Sub-Custodian shall cooperate with each Fund and Custodian and their
respective independent public accountants in connection with annual and other
audits of the books and records of Custodian or the Fund.
8. Compensation of Sub-Custodian.
The Sub-Custodian shall be entitled to reasonable compensation for its
services and expenses as Sub-Custodian, as agreed upon in writing (at the time
of delivery of the Agreement)
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from time to time by and between the Sub-Custodian and the Custodian.
9. Effective Period, Termination and Amendment.
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto, and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than thirty (30) days after the date of such delivery or mailing; provided,
however, that the Agreement shall not be amended or terminated in contravention
of any applicable federal or state regulations, or any provision of the
custodial agreements entered into between the Custodian and the separate Funds,
and further, provided that the Custodian may immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Sub-Custodian by the appropriate federal supervisory authority or upon the
happening of a like event at the direction of an appropriate regulatory agency
or court of competent jurisdiction.
Upon termination of this Agreement, the Sub-Custodian shall promptly
deliver to the Custodian in person in New York or by registered mail all
property by delivery of appropriate certificates then held by the Sub-Custodian
under this Agreement.
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10. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Sub-Custodian and
the Custodian may from time to time agree in writing on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement,
which shall be annexed hereto, provided that no such interpretive or additional
provisions shall contravene any applicable federal or state regulations or any
provision of the custodian agreements entered into between the Custodian and the
separate Funds. No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
11. New York Law to Apply.
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the State of New York.
12. Communications Received by the Sub-Custodian.
The Sub-Custodian shall promptly transmit to the Custodian all
communications it receives concerning the securities it holds under this
Agreement and shall furnish statements of account in such manner and frequency
as the Sub-Custodian and the Custodian shall agree.
All communications required or permitted to be given under this Agreement
shall be in writing (including telecopy or
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telegraph) unless expressly provided otherwise, and addressed as follows:
(a) If to the Sub-Custodian: Bankers Trust Company
0 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust and
Agency Group
(b) If to the Custodian: State Street Bank & Trust Company
Mutual Fund Services
X.X. Xxx 0000
Xxxxxx, XX 00000
Attention:
13. Acknowledgement and Consent to Relevant Master Custody Agreement.
The Custodian acknowledges that such of the entities named on Exhibit B
hereto (as such Exhibit may be amended from time to time by notice from the
Sub-Custodian to the Custodian) has been appointed remarketing agent (each a
"Remarketing Agent") for certain series of securities held in custody pursuant
to this Agreement and that such Remarketing Agent and Bankers Trust Company, as
Custodian, (the "Master Custodian") have entered into a Master Custody Agreement
identified in such Exhibit as such Master Custody Agreement may be amended or
supplemented from time to time (each, a "Relevant Master Custody Agreement") for
the benefit of the owners of such series of securities held in custody pursuant
to this Agreement to promote the transfer of such series of securities
remarketed by such Remarketing Agent through a book-entry system maintained by
the Master Custodian. The Sub-Custodian will provide, upon request of the
Custodian,
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copies of each Relevant Master Custody Agreement for each series of securities
held in custody hereunder.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed this 15th day of August, 1989.
ATTEST: BANKERS TRUST COMPANY
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
--------------------------- -------------------------------------
Assistant Secretary Title: Assistant Vice President
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
--------------------------- -------------------------------------
Assistant Secretary Vice President
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EXHIBIT B
Date of Relevant
Name of Master Custody
Remarketing Agreement with
Agent Bankers Trust Company
----------- ---------------------
Xxxxxx Xxxxxxx Xxxxxxx Incorporated July 1, 1987
Xxxxxx Xxxxxxx
Shearson Xxxxxx Xxxxxx October 1, 1989
Xxxxx Xxxxxx, Xxxxxx Xxxxx & Co. November 1, 0000
XXXXX XXXXXX BANK & TRUST/BANKERS TRUST COMPANY SUBCUSTODIAL
ARRANGEMENT FOR "DAILY DEMAND" PROGRAM
Operating Procedures
Subject to the Subcustodian Agreement dated August 15, 1989 as executed between
State Street Bank & Trust Company as Custodian, Bankers Trust Company as
Subcustodian, and the involved Funds (the "Agreement")
I. Authorizations
Attached is a listing of the State Street Bank & Trust Company ("State Street")
personnel authorized to provide instructions to Bankers Trust Company as
Subcustodian ("BTCo") under the terms of the agreement (Exhibit C to the
Agreement). BTCo representatives by function are:
Purchase/Sale - Instructions & Settlement Confirmation
------------------------------------------------------
Xxxxxxxx Xxxxxx (000) 000-0000
Xxxxxxx Xxxxxx (000) 000-0000 (BACKUP ONLY)
Interest Payment, Position, Historical Transaction Inquiries
------------------------------------------------------------
Xxxxxxxx Xxxxxx (000) 000-0000
Subcustodial Responsibilities
-----------------------------
Xxxxx Xxxxxxxx (000) 000-0000
II. Standing Instructions
State Street's standing instructions for interest/redemption proceeds in Federal
Funds are specified on Exhibit A to the Agreement.
III. Purchases
When a Fund enters into a transaction with a remarketing agent as identified in
the appropriate agreement (Exhibit B to the Agreement) ("Remarketing Agent") to
purchase a "Daily Demand" position, the Fund will notify a State Street
administrator. The State Street administrator will provide trade authorization
information using the Trade Instruction/Confirmation Form (Exhibit D to the
Agreement) to BTCo via telecopier by 11:00 am if State Street has received
instructions by 11:00 am. BTCo telecopier numbers are:
(000) 000-0000
(000) 000-0000 BACK UP ONLY
State Street will notify BTCo of transmissions via telephone and BTCo will
acknowledge receipt of instructions via telephone. BTCo 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 (Exhibit D to the Agreement) to State Street via
telecopier by 1:30 PM as identified on Exhibit D to the Agreement. Oral
instructions may be accepted where time is of the essence to minimize fails as
long as followed immediately by normal instruction.
State Street will then forward a Fed Funds wire to Remarketing Agent for the
purchase amount.
In the event that time guidelines can not be adhered to, instruction relay and
confirmation will to 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
Remarketing Agent to sell a "Daily Demand" position, the Fund will notify a
State Street administrator. The State Street administrator will provide trade
authorization information to BTCo via telecopier, BTCo will acknowledge and
follow Verification procedures.
BTCo will withdraw securities from the Fund inventory and, upon receipt of funds
from the appropriate party per the Master Custody Agreement, will forward a Fed
Funds wire to State Street for the account of a specifically named Fund as
identified on Exhibit A to the Agreement for the sale amount.
BTCo will confirm delivery of securities in settlement of the transaction on
settlement date to State Street via telecopier.
V. Verification
BTCo will compare all instructions to Remarketing Agent's instructions and
advise State Street of any discrepancies. State Street will contact the Fund and
report back to BTCo on the discrepancies. Trades will not be settled until
verified by all parties. All charges to the original instructions must be
documented and authorized by State Street (using the trade
instruction/confirmation form attached) and forwarded to BTCo via telecopier.
All trades which cannot be settled on intended settlement date will be
considered failed trades and followed for settlement on subsequent business
days.
VI. Interest
Interest will be wired in Fed Funds by BTCo to State Street on the dated that
BTCo receives interest payment value. Payments of income are to be made by wire
advice to State Street for the account of each fund as specified on Exhibit A to
the Agreement.
VII. Stated Maturity Redemptions
BTCo will present all securities for redemption in sufficient time to receive
redemption proceeds at stated maturity date. Redemption proceeds will be wired
in Fed Funds by BTCo to State Street on the date that BTCo receives redemption
proceeds value. Payments of proceeds for maturities are to be made by wire
advice to State Street for the account of each fund so specified on Exhibit A to
the Agreement.
VIII. Month End Reporting
BTCo will mail daily transaction confirmation statements and a monthly statement
of position as of the last business day of each month to State Street at:
State Street Bank & Trust Co.
X.X. Xxx 0000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Fiduciary Control Dept.
IX. Applicability of Operating Procedures
These procedures will apply for all Funds approved for the subcustodial
arrangement for whom a Subcustodial Agreement has been fully executed. The Funds
as set forth on Exhibit A will be covered by these procedures. As additional
Funds enter into a Subcustodian Agreement, Exhibit A will be amended. Unless
otherwise set forth in writing, these operating procedures shall apply as stated
to all funds listed on Exhibit A.
The procedures set forth in this "working document" will be met on a "best
efforts" basis and shall remain in force until amended by an instrument that is
agreed to and signed by both parties or until such time that the Subcustodian
Agreement is terminated.
Agreed to & accepted by:
State Street Bank & Trust Company
as Custodian
By: X.X. Xxxxxx, Xx. Signature: /s/ X.X. Xxxxxx, Xx.
--------------------------- ------------------------------
Title: VICE PRESIDENT Date: SEP 18 1989
Bankers Trust Company
as Subcustodian
By: [ILLEGIBLE] Signature: /s/ [ILLEGIBLE]
--------------------------- ------------------------------
Title: Assistant Vice President Date: Sept 30, 1989
[LOGO] LETTERHEAD OF STATE STREET
Bankers Trust Daily Demand Program
Trade Authorization
State Street Bank & Trust Company authorizes Bankers Trust to
____________________________ the following securities for the account of:
Receive (Buy)/Deliver (Sell)
Fund Name ____________________________ Fund # _________________________________
Trade Date _________________________ Settlement Date _________________________
Broker____________________________________
Security Description____________________________________________________________
Cusip # ________________________
Par Value ________________________________ X Unit Price________________________
+ Accrued Interest ___________________________ = Net Amount ____________________
Account Controller _____________________________________
Authorization __________________________________________
Authorization __________________________________________
________________________________________________________________________________
Transaction Confirmation
Please confirm this transaction by signing below and returning by fax to (617)
786-
Confirmed by: ___________________________ Title: _____________________________
Bankers Trust
________________________________________________________________________________
Payment for Buys
Upon confirmation by Bankers Trust, State Street Bank & Trust Co. will wire fed
funds to: _____________________________
FC0367L
BANTERS TRUST DAILY DEMAND PROGRAM SUBCUSTODIAN AGREEMENT
EXHIBIT #A
DATED August 15, 1989
APPROVED FUNDS
THE AUTHORIZED FUNDS PURSUANT TO SECTION IX. OF THE OPERATING PROCEDURES ARE:
Wire instructions containing Account Location, Name and Fund Number for
receipt of funds pursuant to Section 2 of this Agreement are as follows:
ABA Routing Number: 0000-000-00
STATE ST BOS/ (insert appropriate fund name and number identified below)
Name of Fund Fund Number
------------ -----------
Xxxxxxx Fund, Inc.
Xxxxxxx Managed Tax-Free Fund 4506
Xxxxxxx Institutional Fund, Inc.
Xxxxxxx Institutional Tax-Free Portfolio 4510
