Exhibit 8(b)(1)
SUBCUSTODIAN AGREEMENT
between
IRVING 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 "State Street") hereby appoints Irving Trust Company,
a New York banking corporation, having its principal place of business at Xxx
Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (hereinafter called the "Sub-Custodian")
to serve as Sub-Custodian and to hold such securities as State Street may
designate on behalf of and upon the instructions of any entity listed on Exhibit
A attached hereto (the "Funds") for which State Street 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. Custodial Services.
The Sub-Custodian shall hold in an account securities registered in the
name of the Sub-Custodian's nominee (the "Account") and owned by the Fund. Such
securities shall be designated by State Street upon instructions of the Funds
and shall consist of bonds of any issue that (a) are tax exempt, (b)
incorporate a daily 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 on behalf of the issuer
thereof on a daily basis or at certain other specified times and (d) require the
services of a custodian to establish a book-entry system similar to that set
forth in the Master Custody Agreement between Salomon Brothers Inc. and Irving
Trust Company as defined in paragraph 11 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 11 hereof, the Sub-Custodian shall release and deliver such
securities only upon receipt of instructions from State Street.
The Sub-Custodian shall collect on a timely basis, and credit to the
Fund's Sub-Custodial account, all income and other payments with respect to
securities held under this Agreement to which the Fund is entitled by law and
shall notify State Street 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 such Fund as 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. All purchase and sale transactions shall
be carried out by the
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Sub-Custodian only as State Street may instruct pursuant to paragraph 3 hereof.
3. Instructions.
Subject to paragraph 11, instructions furnished by State Street 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 State Street as are
designated from time to time by State Street; provided, however, that the
Sub-Custodian is authorized to accept and act upon orders from State Street,
whether given orally, by telephone or otherwise, which the Sub-Custodian
reasonably believes to be given by an authorized person. State Street 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 State Street
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 if
done in good faith and without negligence or misconduct on the Sub-Custodian's
part. State Street 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 State Street'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.
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4. Ownership Certificates for Tax Purposes.
The Sub-Custodian shall execute, as custodian, any necessary declarations
or certificates of ownership required under any tax law now or hereafter in
effect. State Street agrees to be responsible for and indemnify the
Sub-Custodian and any nominee in whose name securities under this Agreement are
registered from and against all loss, liability, claims and demands incurred by
the Sub-Custodian in connection with actions taken hereunder and any expenses,
taxes or other charges which it is required to pay in connection therewith.
5. Reports by Sub-Custodian's Independent Public Accountants.
The Sub-Custodian shall provide State Street, 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. 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 from time to
time by and between the Sub-Custodian and State Street.
7. Effective Period, Termination and Amendment.
(a) This Agreement shall become effective as of its
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execution, shall continue in full force and effect until terminated as
hereinafter provided. This Agreement 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 State Street may
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Sub-Custodian by the Federal Reserve Board 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 State Street in person or by registered mail all property then held
by the Sub-Custodian under this Agreement.
(b) This Agreement may be amended at any time by mutual agreement of the
parties hereto; provided, however, that this 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 State Street and
the separate Funds; and provided, further, that no such amendment shall be
effective as to any Funds unless State Street confirms that it has received such
Fund's consent to such amendment.
8. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Sub-Custodian and
State Street may from time to time agree in writing on such provisions
interpretive of or in addition to the
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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 State Street 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.
9. 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.
10. Communications Received by the Sub-Custodian.
The Sub-Custodian shall promptly transmit to State Street 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 State Street shall agree.
All communications required or permitted to be given under this Agreement
shall be in writing (including telex or telegraph) unless expressly provided
otherwise, and addressed as follows:
(a) If to the Sub-Custodian: Irving Trust Company
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Trust Dept.
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(b) If to State Street: State Street Bank & Trust Company
Mutual Fund Services
X.X. Xxx 0000
Xxxxxx, XX 00000
Attention: Xxxx Xxxxx, AVP
11. Acknowledgement and Consent to Custody Agreement.
State Street acknowledges that Salomon Brothers Inc. has been appointed
remarketing agent (the "Remarketing Agent") for the securities held in custody
pursuant to this Agreement and that the Remarketing Agent and Irving Trust
Company, as custodian, (the "Custodian") have entered into a Master Custody
Agreement dated as of August 1, 1984, as supplemented, the ("Custody Agreement")
for the benefit of the owners of the securities held in custody pursuant to this
Agreement to promote the transfer of the securities remarketed by the
Remarketing Agent through a book-entry system maintained by the Custodian. State
Street has received copies of the Custody Agreement and all supplements thereto
and the Custodian agrees to furnish State Street on a timely basis copies of all
amendments thereto. For purposes of the Custody Agreement, State Street, as
custodian for the Funds, shall be deemed to be the beneficial owner of any
securities owned by the Funds. In the event of the appointment of a successor to
the Custodian as custodian pursuant to Section 8.4 of the Custody Agreement, the
Custodian shall present all the securities pursuant to this Agreement to the
trustee for the securities in its custody for registration in the name of and
delivery to State Street unless State Street shall otherwise instruct the
Custodian. State Street consents in all respects to
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be bound by the terms of the Custody Agreement. If there is a conflict between
the terms of this Agreement and any amendment to the Custody Agreement pursuant
to Section 8.2 thereof and any of the following portions of the Custody
Agreement, the terms of this Agreement shall govern:
(a) the provisions concerning instructions in paragraph 2 of Section
2.2, Section 3.1(b), Section 5.1, and Section 8.1;
(b) the provisions concerning the duties of the Custodian in Section
7.1; and
(c) the provisions concerning the resignation or removal of the
Custodian, the appointment of a successor to the Custodian as
custodian and the termination of the Custody Agreement, in Section
8.3, Section 8.4 and Section 8.5, respectively.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed this 25th day of November, 1985.
ATTEST: IRVING TRUST COMPANY
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
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ASSISTANT SECRETARY Title: Vice President
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ [ILLEGIBLE] BY: /s/ [ILLEGIBLE]
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Assistant Secretary Vice President
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EXHIBIT A
Account Location
Name and No. for
receipt of funds
pursuant to
Section 2 of this
Name of Fund Agreement
Xxxxxxx California Tax Free Fund
Xxxxxxx Managed Municipal Bonds
Xxxxxxx New York Tax Free Fund State Street Bank and
Xxxxxxx Tax Free Money Fund Trust Company
Xxxxxxx Tax Free Target Fund Mutual Fund Services
Attn: Xxxx Xxxxx, AVP
Each of the above Funds has furnished State Street with appropriate
resolutions authorizing State Street to enter into and act in accordance with
the terms of this Agreement, such resolutions to be reviewed at least annually.
Such resolutions also expressly acknowledge and consent to the provisions of
Section 11 of this Agreement.
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