EX-8.(c)
State Street/Bankers Trust Subcust. Arrangement
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 by Depository 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 wish 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
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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. Instruction, 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 (an "Authorized Officer"), shall be authorized to instruct the
Subcustodian as to the acceptance, 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 designated 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 it obligations and duties under this Agreement.
(iii) The Custodian 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
RMD 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
B. 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/ X. Xxxxxxxx
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Title: Vice President
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BANKERS TRUST COMPANY
As Subcustodian
By: /s/ [Illegible]
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Title: Senior VP
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