EXHIBIT 99.8
SIXTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE TAX FREE FUND
AND
STATE STREET BANK AND TRUST COMPANY
This Sixth Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE TAX FREE FUND, a Massachusetts
business trust organized and existing under the laws of the Commonwealth of
Massachusetts and having a principal place of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called the "Fund"), and State Street
Bank and Trust Company, a Massachusetts trust company, having its principal
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter called the "Custodian").
WHEREAS: The Fund and the Custodian are parties to a Custodian, Fund
Accounting and Recordkeeping Agreement dated December 31, 1979, as most recently
amended January 1, 1989 (the "Custodian Contract");
WHEREAS: The Fund desires that the Custodian issue a letter of credit
(the "Letter of Credit") on behalf of the Fund for the benefit of ICI Mutual
Insurance Company (the "Company") in accordance with the Continuing Letter of
Credit and Security Agreement and that the Fund's obligations to the Custodian
with respect to the Letter of Credit shall be fully collateralized at all times
while the Letter of Credit is outstanding by, among other things, segregated
assets of the Fund equal to 100% of the Fund's proportionate share of the face
amount of the Letter of Credit;
WHEREAS: the Custodian Contract provides for the establishment of
segregated accounts for proper Fund purposes upon Proper Instructions (as
defined in the Custodian Contract); and
WHEREAS: The Fund and the Custodian desire to establish a segregated
account to hold the collateral for the Fund's obligations to the Custodian with
respect to the Letter of Credit and to amend the Custodian Contract to provide
for the establishment and maintenance thereof:
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto hereby amend the Custodian
Contract as follows:
1. Capitalized terms used herein without definition shall have the
meanings ascribed to them in the Custodian Contract.
2. The Fund hereby instructs the Custodian to establish and maintain
a segregated account (the "Letter of Credit Custody Account") for
and on behalf of the Fund as contemplated by [Section II,
Paragraph 3N (iv) of the Custodian Contract] for the purpose of
collateralizing the Fund's obligations under this Amendment to the
Custodian Contract.
3. The Fund shall deposit with the Custodian and the Custodian shall
hold in the Letter of Credit Custody Account cash, certificates of
deposit, U.S. government securities or other high-grade debt
securities owned by the Fund acceptable to the Custodian
(collectively "Collateral Securities") equal to 100% of the Fund's
proportionate share of the face amount which the Company may draw
under the Letter of Credit. Upon receipt of such Collateral
Securities in the Letter of Credit Custody Account, the Custodian
shall issue the Letter of Credit to the Company.
4. The Fund hereby grants to the Custodian a security interest in the
Collateral Securities from time to time in the Letter of Credit
Custody Account (the "Collateral") to secure the performance of
the Fund's obligations to the Custodian with respect to the Letter
of Credit, including, without limitation, under Section 5-144(3)
of the Uniform Commercial Code. The Fund shall register the pledge
of Collateral and execute and deliver to the Custodian such powers
and instruments of assignment as may be requested by the Custodian
to evidence and perfect the limited interest in the Collateral
granted hereby.
5. The Collateral Securities in the Letter of Credit Custody Account
may be substituted or exchanged (including substitutions or
exchanges which increase or decrease the aggregate value of the
Collateral) only pursuant to Proper Instructions from the Fund
after the Fund notifies the Custodian of the contemplated
substitution or exchange and the Custodian agrees that such
substitution or exchange is acceptable to the Custodian.
6. Upon any payment made pursuant to the Letter of Credit by the
Custodian to the Company, the Custodian may withdraw from the
Letter of Credit Custody Account Collateral Securities in an
amount equal in value to the amount actually so paid. The
Custodian shall have with respect to the Collateral so withdrawn
all of the rights of a secured creditor under the Uniform
Commercial Code as adopted in the Commonwealth of Massachusetts at
the time of such withdrawal and all other rights granted or
permitted to it under law.
7. The Custodian will transfer upon receipt all income earned on the
Collateral to the Fund custody account unless the Custodian
receives Proper Instructions from the Fund to the contrary.
8. Upon the drawing by the Company of all amounts which may become
payable to it under the Letter of Credit and the withdrawal of all
Collateral Securities with respect thereto by the Custodian
pursuant to Section 6 hereof, or upon the termination of the
Letter of Credit by the Fund with the written consent of the
Company, the Custodian shall transfer any Collateral Securities
then remaining in the Letter of Credit Custody Account to another
fund custody account.
9. Collateral held in the Letter of Credit Custody Account shall be
released only in accordance with the provisions of this Amendment
to Custodian Contract. The Collateral shall at all times until
withdrawn pursuant to Section 6 hereof remain the property of the
Fund, subject only to the extent of the interest granted herein to
the Custodian.
10. Notwithstanding any other termination of the Custodian Contract,
the Custodian Contract shall remain in full force and effect with
respect to the Letter of Credit Custody Account until transfer of
all Collateral Securities pursuant to Section 8 hereof.
11. The Custodian shall be entitled to reasonable compensation for its
issuance of the Letter of Credit and for its services in
connection with the Letter of Credit Custody Account as agreed
upon from time to time between the Fund and the Custodian.
12. The Custodian Contract as amended hereby shall be governed by, and
construed and interpreted under, the laws of the Commonwealth of
Massachusetts.
13. The parties agree to execute and deliver all such further
documents and instruments and to take such further action as may
be required to carry out the purposes of the Custodian Contract,
as amended hereby.
14. Except as provided in this Amendment, the Custodian Contract shall
remain in full force and effect, without amendment or
modification, and all applicable provisions of the Custodian
Contract, as amended hereby, shall govern the Letter of Credit
Custody Account and the rights and obligations of the Fund and the
Custodian under this Amendment to Custodian Contract. No provision
of this Amendment to Custodian Contract shall be deemed to
constitute a waiver of any rights of the Custodian under the
Custodian Contract or under law.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to
Custodian Contract to be executed in its name and behalf by its duly authorized
representatives and its seal to be hereunder affixed as of the 8th day of
February, 1990.
ATTEST: KEYSTONE TAX FREE FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇
--------------------------------- -----------------------------------
ATTEST: STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇▇
--------------------------------- -----------------------------------
Assistant Secretary Vice President
FIFTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE TAX FREE FUND
AND
STATE STREET BANK AND TRUST COMPANY
This Fifth Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE TAX FREE FUND ("Fund") and STATE STREET BANK
AND TRUST COMPANY ("State Street"), dated December 31, 1979 and amended through
January 1, 1989 ("Agreement"), is made by and between the Fund and State Street
as of February 8, 1990.
In consideration of the mutual agreements contained herein, State Street and
the Fund hereby agree to amend the Agreement as follows:
1. Section II is amended by deleting Paragraph 8 and by
inserting the following as Paragraph 7A:
" ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ for its services as
Custodian such compensation as specified in the existing Schedule A.
Such compensation shall remain fixed until March 31, 1990 unless this
Agreement is terminated as provided in Paragraph 8A."
2. In all other respects the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE TAX FREE FUND
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇
----------------------------------- -----------------------------------
ATTEST: STATE STREET BANK AND
TRUST COMPANY
/s/ ▇. ▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
Vice President
FOURTH
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE TAX FREE FUND
AND
STATE STREET BANK AND TRUST COMPANY
This Fourth Amendment to the Custodian, Fund Accounting and
Recordkeeping Agreement by and between KEYSTONE TAX FREE FUND ("Fund") and STATE
STREET BANK AND TRUST COMPANY ("State Street"), dated December 31, 1979 and
amended through September 1, 1988 ("Agreement") is made by and between the Fund
and State Street as of January 1, 1989.
In consideration of the mutual agreements contained herein, State Street and
the Fund hereby agree to amend the Agreement as follows:
1. Section 3-D of Section II entitled, Purchases is amended by
concluding the first sentence of such paragraph with the following:
"or, upon receipt by State Street of a facsimile copy of a letter of
understanding with respect to a time deposit account of the Fund signed
by any bank, whether domestic or foreign, and pursuant to Proper
Instructions from the Fund as defined in Section 5-A, for transfer to
the time deposit account of the Fund in such bank; such transfer may be
effected prior to receipt of a confirmation from a broker and/or the
applicable bank."
2. Section II is amended by deleting existing Paragraph 7
and by inserting the following as Paragraphs 7 and 8:
" 7. Lien on Assets. If the Fund requires State Street to advance cash
or securities for any purpose or in the event that State Street or its
nominee shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in connection with the performance
of this Agreement, except such as may arise from its or its nominee's
own negligent action, negligent failure to act or willful misconduct,
any property at any time held for the account of the Fund shall be
security therefor and should the Fund fail to repay State Street
promptly, State Street shall be entitled to utilize available cash and
to dispose of the Fund assets to the extent necessary to obtain
reimbursement.
8. The Fund shall pay State Street for its services as
Custodian such compensation as shall be specified in the attached
Exhibit A. Such compensation shall remain fixed until December 31,
1989, unless this Agreement is terminated as provided in Section 8A."
3. In all other respects the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE TAX FREE FUND
/s/ R.D. Van Antwerp By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
------------------------------------ ---------------------------------------
President
ATTEST: STATE STREET BANK AND
TRUST COMPANY
/s/ ▇. ▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇▇
------------------------------------ ---------------------------------------
Vice President
THIRD
AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE TAX FREE FUND
AND
STATE STREET BANK AND TRUST COMPANY
This Third Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE TAX FREE FUND ("Fund") and STATE STREET BANK
AND TRUST COMPANY ("State Street"), dated December 31, 1979 and amended through
January 31, 1987 ("Agreement") is made by and between the Fund and State Street
as of September 1, 1988.
In consideration of the mutual agreements contained herein, State Street and
the Fund hereby agree to amend the Agreement as follows:
1. Section II, Paragraph 3(K) is amended by inserting the following
language after Paragraph 3(J) and by renumbering existing Paragraph 3(K) as
Paragraph 3(L):
"K. Compliance with Applicable Rules and Regulations of The
Options Clearing Corporation and National Securities or Commodities Exchanges or
Commissions. Upon receipt of proper instructions, deliver securities in
accordance with the provisions of any agreement among the Fund, the Custodian
and a broker-dealer registered under the Securities Exchange Act of 1934
("Exchange Act") and a member of the National Association of Securities Dealers,
Inc.("NASD"), relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange, or of any
similar organization or organ- izations, regarding escrow or other arrangements
in connection with transactions by the Fund; or, upon receipt of proper
instructions deliver securities in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract market, or
any similar organization or organizations, regarding account deposits in
connection with transactions by the Fund."
2. Existing Section II, Paragraph 3(L) is renumbered as Paragraph 3(M).
3. The following language is inserted after new Paragraph 3(M) as
Paragraph 3(N) :
"N. Segregated Account. The Custodian shall upon receipt of
proper instructions, establish and maintain a segregated account or accounts for
and on behalf of the Fund, into which account or accounts may be transferred
cash and/or securities, including securities maintained in an account by the
Custodian pursuant to Paragraph 3(B) hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Fund, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or sold by the Fund,
(iii) for the purposes of compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance of
segregated accounts by registered investment companies and (iv), for other
proper corporate purposes, but only, in the case of clause (iv), upon receipt
of, in addition to proper instructions, a certified copy of a resolution of the
Board of Trustees signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, setting forth the purpose or purposes of
such segregated account and declaring such purposes to be proper corporate
purposes."
4. Existing Section II, Paragraphs 3(M) and 3(N) are renumbered as
Paragraphs 3(O) and 3(P).
5. In all other respects the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
ATTEST: KEYSTONE TAX FREE FUND
/s/ ▇▇▇▇▇▇▇▇ ▇. Van Antwerp By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
------------------------------------ ---------------------------------------
President
ATTEST: STATE STREET BANK AND
TRUST COMPANY
/s/ ▇. ▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇▇
------------------------------------ ---------------------------------------
Vice President
SECOND AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE TAX FREE FUND
AND
STATE STREET BANK AND TRUST COMPANY
This Second Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE TAX FREE FUND ("▇▇▇ ▇▇▇▇") and STATE STREET
BANK AND TRUST COMPANY ("State Street"), dated December 31, 1979 ("the
Agreement") is made by and between the Fund and State Street as of January 31,
1987.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement by replacing all of Section II,
Paragraph 3(B) with the following provisions:
B. Deposit of Fund Assets in Securities Systems.
Notwithstanding any other provision of this Agreement, State Street may
deposit and/or maintain securities owned by the Fund in Depository Trust
Company, a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, which
acts as a securities depository, or in the book-entry system authorized by
the U.S. Department of the Treasury and certain federal agencies,
collectively referred to herein as "Securities System(s)" in accordance
with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
1. State Street may keep securities of the Fund in a Securities System
provided that such securities are deposited in an account ("Account")
of State Street in the Securities System which shall not include any
assets of State Street other than assets held as a fiduciary,
custodian or otherwise for customers;
2. The records of State Street with respect to securites of the fund
which are maintained in a Securities System shall identify by book
entry those securities belonging to the Fund;
3. State Street shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities System that such
securities have been trans- ferred to the Account, and (ii) the making
of an entry on the records of State Street to reflect such transfer
and payment for the account of the Fund. State Street shall transfer
securities sold for the account of the Fund upon (i) receipt of advice
from the Securities System that payment for such securities has been
transferred to the Account, and (ii) the making an entry on the
records of State Street to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the Securities System
of transfers of securities for the account of the Fund shall
identify the Fund, be maintained for the Fund by State Street and be
provided to the Fund at its request. State Street shall furnish the
Fund confirmation of each transfer to or from the account of the Fund
in the form of a written advice or notice and shall furnish to the
Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Fund on
the next business day;
▇. ▇▇▇▇▇ ▇▇▇▇▇▇ shall promptly provide the Fund with any report
obtained by State Street on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System. State Street shall
promptly provide the Fund any report on State Street's accounting
system, internal accounting control and procedures for safeguarding
securities deposited with State Street which is reasonably requested
by the Fund;
5. Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for any claim, loss, liability,
damage or expense to the Fund, including attorney's fees resulting
from use of a Securities System by reason of any negligence,
misfeasance or misconduct of State Street or any of its agents or of
any of its or their employees or from failure of State Street or any
such agent to enforce effectively such rights as it may have against a
Securities System. At the election of the Fund, it shall be entitled
to be subrogated to the rights of State Street or its agents with
respect to any claim against the Securities System or any other person
which State Street or its agents may have as a consequence of any such
claim, loss, liability, damage or expense if and to the extent that
the Fund has not been made whole for any such loss or damage."
BB. State Street's Records
The records of State Street (and its agents or subcustodians) with
respect to its services for the Fund shall at all times during the
regular business hours of State Street (or its agents or
subcustodians) be open for inspection by duly authorized officers,
employees or agents of the Fund and employees and agents of the
Securities and Exchange Commission."
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first written above.
KEYSTONE TAX FREE FUND
Attest:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III
-----------------------------------
/s/ R.D. Van Antwerp Title: President
---------------------------------
STATE STREET BANK AND TRUST COMPANY
Attest:
By: /s/ ▇. ▇▇▇▇▇▇▇
-----------------------------------
/s/ ▇. ▇▇▇▇▇▇, A.S. Title: Vice President
---------------------------------
FIRST AMENDMENT
TO
CUSTODIAN, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT
BY AND BETWEEN
KEYSTONE TAX FREE FUND
AND
STATE STREET BANK AND TRUST COMPANY
This First Amendment to the Custodian, Fund Accounting and Recordkeeping
Agreement by and between KEYSTONE TAX FREE FUND (the "Fund") and STATE STREET
BANK AND TRUST COMPANY ("State Street"), dated December 31, 1979 (the
"Agreement") is made by and between the Fund and State Street as of December 31,
1982.
In consideration of the mutual agreements contained herein, State Street
and the Fund hereby agree to amend the Agreement by replacing each of Section
II, Paragraph 6(B), and Section II, Paragraph 7 with the following provisions:
"6. B. Expense Reimbursement. State Street shall be entitled to receive
from the Fund on demand reimbursement for its cash disbursements, expenses and
charges, excluding salaries and usual overhead expenses, as set forth on the
attached Schedule C."
"7. The Fund shall pay State Street for its services as Custodian such
compensation as shall be as specified in the attached Schedule C. Such
compensation shall remain as provided in Schedule C until December 31, 1984,
unless this Agreement is terminated as provided in section 8A; provided,
however, that in the event either party terminates this Agreement as PROVIDED IN
SECTION ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ hereby guarantees and agrees that no new Agreement
entered into between the parties shall require payment of compensation greater
than that specified herein during such period."
IN WITNESS WHEREOF, each of the parties hereto has caused this FIRST
Amendment to the Agreement to be executed in its name and on its behalf by a
duly authorized officer as of the day and year first written above.
KEYSTONE TAX FREE FUND
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
Treasurer
Attest
/s/ R. Van Antwerp
-------------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Vice President
Attest:
/s/ illegible
-------------------------------
Schedule C
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
KEYSTONE TAX FREE FUND
(Effective l/l/83)
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts. Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street from a source
designated by the Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as
the fund management fee.
Annual Fee
Fund Net Assets
---------------
First $35 million l/15 of 1%
Next $65 million 1/30 of 1%
Excess l/100 of 1%
No Minimum
II. Portfolio Trades - For each line item processed
-----------------------------------------------
ALL TRADES $ 10.00
III. Holdings & Appraisal Charge
---------------------------
For each issue maintained - monthly charge $ 5.00
IV. Out-of-Pocket Expenses
----------------------
A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out-of-pocket expenses include, but are not limited to
the following:
Telephone
Wire charges ($3.65 per wire in and $3.50 out)
Postage and insurance
Courier service
Legal fees
Supplies related to fund records
Rush transfer - $8 each
Duplicating
DTC Eligibility Books
Transfer fees
Sub-custodian charges
Price Waterhouse Audit Letter
Check writing ($.50 per check)
This fee schedule will terminate 12/31/83
Schedule C
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN FEE SCHEDULE
KEYSTONE TAX FREE FUND
(Effective 1/1/84)
--------------------------------------------------------------------------------
I. Administration
Custody, Portfolio and Fund Accounting Service - Maintain custody of fund
assets. Settle portfolio purchases and sales. Report buy and sell fails.
Determine and collect portfolio income. Make cash disbursements and report
cash transactions. Maintain investment ledgers, provide selected portfolio
transactions, position and income reports. Maintain general ledger and
capital stock accounts Prepare daily trial balance. Calculate net asset
value daily. Provide selected general ledger reports. Securities yield or
market value quotations will be provided to State Street from a source
designated by the Fund.
The administration fee shown below is an annual charge, billed and payable
monthly, based on average net assets and calculated in the same manner as
the fund management fee.
Annual Fee
Fund Net Assets
---------------
First $35 million 1/15 of 1%
Net $65 million 1/30 of 1%
Excess 1/100 of 1%
No Minimum
II. Portfolio Trades - For each line item processed
-----------------------------------------------
All Trades $ 12.25
III. Holdings & Appraisal Charge
---------------------------
For each issue maintained - monthly charge $ 5.00
IV. Out-of-Pocket Expenses
----------------------
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:
Telephone
Wire charges ($3.65 per wire in and $3.50 out)
Postage and insurance
Courier service
Legal fees
Supplies related to fund records
Rush transfer - $8 each
Duplicating
DTC Eligibility Books
Transfer fees
Sub-custodian charges
Price Waterhouse Audit Letter
Check writing ($.50 per check)
This fee schedule `will terminate 12/31/84
CUSTODIAN AND RECORDKEEPING AGREEMENT
Agreement made as of this 31st day of December, 1979 by and among
Keystone Tax Free Fund, a Massachusetts business trust having its principal
place of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, (the "Fund'), The
Massachusetts Companies, Inc., a Massachusetts corporation having its principal
place of business at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the "Manager") and
State Street Bank and Trust Company, a Massachusetts banking Corporation having
its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
("State Street").
WITNESSETH THAT:
In consideration of the mutual agreements herein contained, the Fund,
the Manager, and State Street agree as follows:
I. DEPOSITORY
The Fund hereby appoints State Street as its Depository subject to the
provisions hereof. The Fund shall deliver to State Street certified or
authenticated copies of its Declaration of Trust, By-Laws, all amendments
thereto, a certified copy of the resolution of its board of trustees appointing
State Street to act in the capacities covered by this Agreement and authorizing
the signing of this Agreement and copies of such resolutions of its board of
trustees, contracts and other documents as may be reasonably required by State
Street in the performance of its duties hereunder.
II. CUSTODIAN
1. The Fund appoints State Street as its Custodian, subject to the
provisions hereof. State Street hereby accepts such appointment as Custodian. As
such Custodian, State Street shall retain all securities and cash now owned or
hereafter acquired by the Fund, and the Fund shall deliver and pay or cause to
be delivered and paid to State Street, as Custodian, all securities, cash now
owned or hereafter acquired by the Fund during the period of this Agreement.
2. All securities delivered to State Street (other than in bearer form)
shall be properly endorsed and in proper form for transfer into or in the name
of the Fund, of a nominee of State Street for the exclusive use of the Fund, or
of such other nominee as may be mutually agreed upon by State Street and the
Fund.
3. As Custodian, State Street shall promptly:
A. Safekeeping. Keep safely in a separate account the
securities of the Fund, including without limitation all securities in bearer
form, and on behalf of the Fund, receive delivery of certificates, including
without limitation all securities in bearer form, for safekeeping and keep such
certificates physically segregated at all times from those of any other person.
State Street shall maintain records of all receipts, deliveries and locations of
such securities, together with a current inventory thereof and shall conduct
periodic physical inspections of certificates representing bonds and other
securities held by it under this Agreement at least annually in such manner as
State Street shall determine from time to time to be advisable in order to
verify the accuracy of such inventory. State Street shall provide the Fund with
copies of any reports of its internal count or other verification of the
securities of the Fund held in its custody, including reports on its own system
of internal accounting control. In addition, if and when independent certified
public accountants retained by State Street shall count or otherwise verify the
securities of the Fund held in State Street's custody, State Street shall
provide the Fund with a copy of the report of such accountants. With respect to
securities held by any agent or Sub-Custodian appointed pursuant to paragraph
6-C of section II hereof, State Street may rely upon certificates from such
agent and from such Sub-Custodian as to the holdings of such Sub-Custodian, it
being understood that such reliance in no way releases State Street of its
responsibilities or liabilities under this Agreement. State Street shall
promptly report to the Fund the results of such inspections, indicating any
shortages or discrepancies uncovered thereby, and take appropriate action to
remedy and such shortages or discrepancies.
B. Use of a System for the Central Handling of Securities. Not
withstanding any other provision of this Agreement, if in the best interest of
the Fund, deposit all or any part of the securities owned by the Fund in the
book-entry system of the Federal Reserve Banks (hereinafter called the "system")
and to use the facilities of such system, all as provided under the provisions
of Rule 17f-4 of the Investment Company Act of 1940, as amended. Without
limiting the generality of such use, the following provisions shall apply
thereto:
(1) State Street may keep securities of the Fund in the system provided
that such securities are represented in an account ("Account") of State Street's
(or its agent or Sub-Custodian) in the system which shall not include any assets
of State Street (or such agent or Sub-Custodian) other than assets held as
fiduciary, custodian or otherwise for customers. The records of State Street
(and such agents or Sub-Custodians) shall at all times during the regular
business hours of State Street (or such agents or Sub-Custodians) be open for
inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the Securities and Exchange Commission.
(2) State Street shall send to the Fund a confirmation of all transfers
to or from the system for the account of the Fund. Where securities are
transferred to the Fund's account, State Street shall, by book-entry or
otherwise, identify as belonging to the Fund a quantity of securities in a
fungible bulk of securities (i) registered in the name of State Street or its
nominee or (ii) shown on State Street's account on the books of the appropriate
Federal Reserve Bank. For this purpose, the term "confirmation" means advice or
notice of transaction; it is not intended to require preparation by State Street
of the confirmation required of broker-dealers under the Securities Exchange Act
of 1934.
(3) State Street shall promptly send to the Fund any report it receives
from the appropriate Federal Reserve Bank on its system of internal accounting
control.
(4) Anything to the contrary in this Agreement notwithstanding, State
Street shall be liable to the Fund for any claim, liability, loss or expense,
including attorney's fees, resulting to such Fund from use of the system by
reason of any negligence, misfeasance or misconduct of State Street or any of
its agents or Sub-Custodians) or of any of its (or their) employees or from any
failure of State Street (or any such agent or Sub-Custodian) to enforce
effectively such rights as it (or they) may have against the system. At the
election of the Fund, it shall be entitled to be subrogated to State Street, its
agents, or Sub-Custodians in any claim against the system or any other person
which State Street, its agents, or Sub-Custodians may have as a consequence of
any such claim, liability, loss or expense if and to the extent that the Fund
has not been made whole for such claim, liability, loss or expense.
C. Registered Name, Nominee. Register securities of the Fund
held by State Street in the name of the Fund, of a nominee of State Street for
the exclusive use of the Fund, of such other nominees as may be mutually agreed
upon, or of any mutually acceptable nominee of any agent or Sub-Custodian
appointed pursuant to paragraph 6-C of section II hereof.
D. Purchases. Upon receipt of proper instructions (as defined
in paragraph 5-A of section II hereof; hereafter "proper instructions") and
insofar as cash is available for the purpose, pay for and receive all securities
purchased for the account of the Fund, payment being made only upon receipt of
the securities by State Street (or any bank, banking firm, responsible
commercial agent or trust company doing business in the United States and
appointed pursuant to paragraph 6-C of section II hereof as State Street's agent
or Sub-Custodian for this purpose, registered as provided in paragraph 3-C of
section II hereof or in form for transfer satisfactory to State Street, or, in
the case of repurchase agreements entered into between the Fund and a bank or a
dealer, delivery of the securities either in certificate form or through an
entry crediting State Street's account at the Federal Reserve Bank with such
securities. All securities accepted by State Street shall be accompanied by
payment of, or a "due ▇▇▇▇" for, any dividends, interest or other distributions
of the issuer, due the purchaser. In any and every case of a purchase of
securities for the account of the Fund where payment is made by State Street in
advance of receipt of the securities purchased, State Street shall be absolutely
liable to the Fund for such securities to the same extent as if the securities
had been received by State Street except that in the case of repurchase
agreements entered into by the Fund with a bank which is a member of the Federal
Reserve System, State Street may transfer funds to the account of such bank
prior to the receipt of written evidence that the securities subject to such
repurchase agreement have been transferred by book-entry into a segregated
nonproprietary account of State Street maintained with the Federal Reserve Bank
of Boston, provided, that such securities have in fact been so transferred by
book-entry; and provided, further however, that State Street and the Fund agree
to use their best efforts to insure receipt by State Street of copies of
documentation for each such transaction as promptly as possible.
E. Exchanges. Upon receipt of proper instructions, exchange
securities, interim receipts or temporary securities held by it or by any agent
or Sub-Custodian appointed by it pursuant to paragraph 6-C of section II hereof
for the account of the Fund for other securities alone or for other securities
and cash, and expend cash insofar as cash is available in connection with any
merger, consolidation, reorganization, recapitalization, split-up of shares,
changes of par value, conversion or in connection with the exercise of warrants,
subscription or purchase rights, or otherwise, and deliver securities to the
designated depository or other receiving agent in response to tender offers or
similar offers to purchase received in writing; provided that in any such case
the securities and/or cash to be received as a result of any such exchange,
expenditure or delivery are to be delivered to State Street, its agents or its
Sub-Custodians. State Street shall give notice as provided under paragraph 4-L
of section II hereof to the Fund in connection with any transaction specified in
this paragraph and at the same time shall specify to the Fund whether such
notice relates to securities held by an agent or Sub-Custodian appointed
pursuant to paragraph 6-C of section II hereof, so that the Fund may issue to
State Street proper instructions for State Street to act thereon prior to any
expiration date (which shall be presumed to be two business days prior to such
date unless State Street has previously advised the Fund of a different period).
The Fund shall give to State Street full details of the time and method of
submitting securities in response to any tender or similar offer, exercising any
subscription or purchase right or making any exchange pursuant to this
paragraph. When such securities are in the possession of an agent appointed by
State Street pursuant to paragraph 6-C of section II hereof, the proper
instructions referred to in the preceding sentence must be received by State
Street in timely enough fashion (which shall be presumed to be three business
days unless State Street has advised the Fund in writing of a different period)
for State Street to notify the agent in sufficient time to permit such agent to
act prior to any expiration date. When the securities are in the possession of a
Sub-Custodian appointed pursuant to paragraph 6-C of section II hereof, the
proper instructions must be received by the Sub-Custodian in timely enough
fashion as previously advised in writing to the Fund by State Street or the
Sub-Custodian to permit the Sub-Custodian to act prior to any expiration date.
F. Sales. Upon receipt of proper instructions and upon receipt
of full payment therefor, release and deliver securities which have been sold
for the account of the Fund. At the time of delivery all such payments are to be
made in cash, by a certified check upon or a treasurer's or cashier's check of a
bank, by effective bank wire transfer through the Federal Reserve Wire System
or, if appropriate, outside of the Federal Reserve Wire System and subsequent
credit to the Fund's Custodian account, or, in case of delivery through a stock
clearing company, by book-entry credit by the stock clearing company in
accordance with the then current "street" custom.
G. Purchases by Issuer. Upon receipt of proper instructions,
release and deliver securities owned by the Fund to the issuer thereof or its
agent when such securities are called, redeemed, retired or otherwise become
payable; provided that in any such case, the cash or other consideration is to
be delivered to State Street.
H. Changes of Name and Denomination. Upon receipt of proper
instructions, release and deliver securities owned by the Fund to the issuer
thereof or its agent for transfer into the name of the Fund or of a nominee of
State Street or of the Fund for the exclusive use of the Fund or for exchange
for a different number of bonds, certificates, or other evidence representing
the same aggregate face amount or number of units bearing the same interest
rate, maturity date and call provisions if any; provided that in any such case,
the new securities are to be delivered to State Street.
I. Street Delivery. In connection with delivery in New York
City and upon receipt of proper instructions, which in the case of registered
securities may be standing instructions, release securities owned by the Fund
upon receipt of a written receipt for such securities to the broker selling the
same for examination in accordance with the existing "street delivery" custom.
In every instance either payment in full for such securities shall be made or
such securities shall be returned to the Custodian that same day. In the event
existing "street delivery" custom is modified, State Street shall obtain
authorization from the board of directors of the Fund prior to any use of such
modified "street delivery" custom.
J. Release of Securities for Use as Collateral. Upon receipt
of proper instructions and subject to Section 7 of the Fund's By-Laws, as
amended, release securities belonging to the Fund to any bank or trust company
or other pledgee for the purpose of pledge or hypothecation to secure any loan
incurred by the Fund; provided, however, that securities shall be released only
upon payment to State Street of the monies borrowed, except that in cases where
additional collateral is required to secure a borrowing already made, subject to
proper prior authorization from the Fund, further securities may be released for
that purpose. Upon receipt of proper instructions, pay such loan upon redelivery
to it of the securities pledged or hypothecated therefor and upon surrender of
the note or notes evidencing the loan.
K. Release or Delivery of Securities for Other Purposes. Upon
receipt of proper instructions, release or deliver any securities held by it for
the account of the Fund for any other purpose (in addition to those specified in
paragraphs 3-E, 3-F, 3-G, 3-H, 3-I and 3-J of section II hereof) which the Fund
declares is a proper corporate purpose pursuant to proper instructions.
L. Proxies, Notices, Etc. State Street shall promptly forward
upon receipt to the Fund all forms of proxies and all notices of meetings and
any other notices or announcements affecting or relating to the securities,
including without limitation notices relating to class action claims and
bankruptcy claims, and upon receipt of proper instructions execute and deliver
or cause its nominee to execute and deliver such proxies or other authorizations
as may be required. State Street, its nominee, its agents, and Sub-Custodians
shall not vote upon any of the securities or execute any proxy to vote thereof
or give any consent or take any other action with respect thereto (except as
otherwise herein provided) unless ordered to do so by proper instructions. State
Street shall require its agents and Sub-Custodians appointed pursuant to
paragraph 6-C of section II hereof to forward any such announcements and notices
to State Street upon receipt.
M. Miscellaneous. In general, attend to all nondiscretionary
details in connection with the sale, exchange, substitution, purchase, transfer
or other dealing with such securities or property of the Fund, except as
otherwise directed by the Fund pursuant to proper instructions. State Street
shall render to the Fund daily a report of all monies received or paid on behalf
of the Fund, an itemized statement of the securities and cash for which it is
accountable to the Fund under this agreement and an itemized statement of
security transactions which settled the day before and shall render to the Fund
weekly an itemized statement of security transactions which failed to settle as
scheduled. At the end of each week State Street shall provide a list of all
security transactions that remain unsettled at such time.
4. Additionally, as Custodian, State Street shall promptly:
A. Bank Account. Retain all cash of the Fund, other than cash
maintained by the Fund in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940, as amended, in the banking
department of State Street in a separate account or accounts in the name of the
Fund, subject only to draft or order by State Street acting pursuant to the
terms of this Agreement. If and when authorized by proper instructions in
accordance with a vote of the board of directors of the Fund, State Street may
open and maintain an additional account or accounts in such other bank or trust
companies as may be designated by such instructions, such account or accounts,
however, to be solely in the name of State Street in its capacity as Custodian
and subject only to its draft or order in accordance with the terms of this
Agreement. State Street shall furnish the Fund, not later than thirty (30)
calendar days after the last business day of each month, a statement reflecting
the current status of its internal reconciliation of the closing balance as of
that day in all accounts described in this paragraph to the balance shown on the
daily cash report for that day rendered to the Fund.
B. Collections. Unless otherwise instructed by receipt of
proper instructions, collect, receive and deposit in the bank account or
accounts maintained pursuant to paragraph 4-A of section II hereof all income
and other payments with respect to the securities held hereunder, execute
ownership and other certificates and affidavits for all Federal and State tax
purposes in connection with the collection of bond and note coupons, do all
other things necessary or proper in connection with the collection of such
income, and without waiving the generality of the foregoing:
(1) Present for payment on the date of payment all coupons
and other income items requiring presentation;
(2) present for payment all securities which may mature or
be called, redeemed, retired or otherwise become
payable on the date such securities become payable;
(3) endorse and deposit for collection, in the name of the
Fund, checks, drafts or other negotiable instruments on
the same day as received.
In any case in which State Street does not receive any such due and
unpaid income within a reasonable time after it has made proper demands for the
same (which shall be presumed to consist of at least three demand letters and at
least one telephonic demand), it shall so notify the Fund in writing, including
copies of all demand letters, any written responses thereto, and memoranda of
all oral responses thereto and to telephonic demands, and await proper
instruction; the Custodian shall not be obliged to take legal action for
collection unless and until reasonably indemnified to its satisfaction for the
reasonable costs of such legal action for collection. It shall also notify the
Fund as soon as reasonably practicable whenever income due on securities is not
collected in due course.
C. Sale of Shares of the Fund. Make such arrangements with the
Transfer Agent of the Fund as will enable State Street to make certain it
receives the cash consideration due to the Fund for shares of the Fund as may be
issued or sold from time to time by the Fund, all in accordance with the Fund's
Declaration of Trust and By-Laws, both as amended.
D. Dividends and Distributions. Upon receipt of proper
instructions, release or otherwise apply cash insofar as cash is available for
the purpose for the payment of dividends or other distributions to shareholders
of the Fund.
E. Redemption of Shares of the Fund. From such funds as may be
available for the purpose, but subject to the limitation of the Fund's
Declaration of Trust and By-Laws, both as amended, and applicable resolutions of
the board of trustees of the Fund pursuant thereto, make funds available to
shareholders who have delivered to the Transfer Agent a request for redemption
of their shares by the Fund pursuant to said Declaration of Trust and By-Laws,
both as amended.
In connection with the redemption of shares of the Fund pursuant to the
Fund's Declaration of Trust and By-Laws, both as amended, State Street is
authorized and directed upon receipt of proper instructions from the Transfer
Agent for the Fund to make funds available for transfer through the Federal
Reserve Wire System or by other bank wire to a commercial bank account
designated by the redeeming shareholder.
F. Stock Dividends, Rights, Etc. Receive and collect all stock
dividends, rights and other items of like nature; and deal with the same
pursuant to proper instructions relative thereto.
G. Disbursements. Upon receipt of proper instructions, make or
cause to be made, insofar as cash is available for the purpose, disbursements
for the payment on behalf of the Fund of interest, taxes, advisory fees and
operating expenses, including registration and qualification costs and other
expenses of issuing and selling shares or changing its capital structure,
whether or not such expenses shall be in whole or in part capitalized or treated
as deferred expenses.
H. Other Proper Corporate Purposes. Upon receipt of proper
instructions, make or cause to be made, insofar as cash is available for the
purpose, disbursements for any other purpose (in addition to the purposes
specified in paragraphs 3-D, 3-E, 4-D, 4-E, and 4-G of this Agreement) which the
Fund declares is a proper corporate purpose.
I. Records. Create, maintain and retain all records a)
relating to its activities and obligations under this Agreement in such manner
as shall meet the obligations of the Fund under the Investment Company Act of
1940, as amended, particularly Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, under applicable Federal and State tax laws and under any other law
or administrative rules or procedures which may be applicable to the Fund, (b)
necessary to comply with the representations of Part I - Fund Custodian Services
and Part II - Portfolio Pricing and Accounting of State Street's Response, dated
May 1, 1979, as amended, to Keystone Custodian Funds, Inc.'s and the
Massachusetts Companies, as amended, to Keystone Custodian Funds, Inc.'s and The
Massachusetts Companies, Inc.'s Request for Proposal, dated March 19, 1979, as
amended, (amendments after June 22, 1979 are set forth in Exhibit B) ("Parts I
and II"), insofar as such representations relate to the creation, maintenance
and retention of records for the Fund, or (c) as reasonably requested from time
to time by the Fund. All records maintained by State Street in connection with
the performance of its duties under this Agreement shall remain the property of
the Fund and in the event of termination of this Agreement shall be delivered in
accordance with the terms of paragraph 8 below.
J. Miscellaneous. Assist generally in the preparation of
routine reports to holders of shares of the Fund, to the Securities and Exchange
Commission, including forms N1-R and N1-Q, to State "Blue Sky" authorities, to
others in the auditing of accounts and in other matters of like nature, as
required to comply with the representations of Parts I and II insofar as such
representations relate to the preparation of reports for the Fund and as
otherwise reasonably requested by the Fund.
K. Fund Accounting and Net Asset Value Computation. State
Street shall maintain the general ledger and all other books of account of the
Fund, including the accounting for the Fund's portfolio. In addition, upon
receipt of proper instructions, which may be deemed to be continuing
instructions, State Street shall daily compute the net asset value of the Shares
of the Fund and the total net asset value of the Fund. State Street shall, in
addition, perform such other services incidental to its duties hereunder as may
be reasonably requested from time to time by the Fund.
L. Services under Parts I and Part II. In addition to the
services specified herein, State Street shall perform those services set forth
in Parts I and II, including without limitation general ledger accounting, daily
Fund portfolio pricing and custodian services to the extent such services relate
to the Fund; provided, however, that in the event that Parts I and II as they
relate to the Fund are in conflict with the terms of this Agreement, the terms
of this Agreement shall govern.
5. State Street and the Fund further agree as follows:
A. Proper Instructions. State Street shall be deemed to have
received proper instructions upon receipt of written instructions signed by the
board of trustees or by one or more person or persons as the board of trustees
shall have from time to time authorized to give the particular class of
instructions in question. Different persons may be authorized to give
instructions for different purposes. A copy of a resolution or action of the
board of trustees certified by the secretary or an assistant secretary of the
Fund may be received and accepted by State Street as conclusive evidence of the
instruction of the board of trustees and/or the authority of any person or
persons to act on behalf of the Fund and may be considered as in full force and
effect until receipt of written notice to the contrary. Such instructions may be
general or specific in terms. Oral instructions will be considered proper
instruction if the Custodian reasonably believes them to have been given by a
person authorized by the board of trustees to give such oral instructions with
respect to the class of instruction involved. The Fund shall cause all oral
instructions to be confirmed in writing.
B. Investments, Limitations. In performing its duties
generally, and more particularly in connection with the purchase, sale and
exchange of securities made by or for the Fund, State Street may take cognizance
of the provisions of the Declaration of Trust and By-Laws of the Fund, both as
amended; provided, however, that except as otherwise expressly provided herein,
State Street may assume unless and until notified in writing to the contrary
that instructions purporting to be proper instructions received by it are not in
conflict with or in any way contrary to any provision of the Declaration of
Trust and By-Laws of the Fund, both as amended, or resolutions or proceedings of
the board of trustees of the Fund.
6. State Street and the Fund further agree as follows:
A. Indemnification. State Street, as Depository and Custodian,
shall be entitled to receive and act upon advice of counsel (who may be counsel
for the Fund) and shall be without liability for any action reasonably taken or
thing reasonably done pursuant to such advice; provided that such action is not
in violation of applicable Federal or State laws or regulations or contrary to
written instructions received from the Fund, and shall be indemnified by the
Fund and without liability for any action taken or thing done by it in carrying
out the terms and provisions of this Agreement in good faith and without
negligence, misfeasance or misconduct. In order that the indemnification
provision contained in this paragraph shall apply, however, if the Fund is asked
to indemnify or save State Street harmless, the Fund shall be fully and promptly
advised of all pertinent facts concerning the situation in question, and State
Street shall use all reasonable care to identify and notify the Fund fully and
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification against the Fund. The Fund
shall have the option to defend State Street against any claim which may be the
subject of this indemnification, and thereupon the Fund shall take over complete
defense of the claim, and State Street shall initiate no further legal or other
expenses for which it shall seek indemnification under this paragraph. State
Street shall in no case confess any claim or make any compromise in any case in
which the Fund will be asked to indemnify State Street except with the Fund's
prior written consent.
B. Expenses Reimbursement. State Street shall be entitled to
receive from the Manager on demand reimbursement for its cash disbursements,
expenses and charges, excluding salaries and usual overhead expenses, as set
forth on Schedule A.
C. Appointment of Agent and Sub-Custodians. State Street, as
Custodian, may appoint (and may remove) any other bank, trust company or
responsible commercial agent as its agent to carry out such of the provisions of
this Agreement as State Street may from time to time direct, and State Street,
as Custodian, may from time to time employ one or more Sub-Custodians, but only
in compliance with the terms and conditions set forth in the Fund's Declaration
of Trust and By-Laws, both as amended, provided, however, that the appointment
of any such agent or Sub-Custodian shall not relieve State Street of any of its
responsibilities under this Agreement.
D. Reliance on Documents. So long as and to the extent that it
is in good faith and in the exercise of reasonable care, State Street, as
Depository and Custodian, 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 pursuant to this Agreement, shall be protected in acting upon
any instructions, notice, request, consent, certificate or other instrument or
paper reasonably believed by it to be genuine and to constitute proper
instructions under this Agreement and shall, except as otherwise specifically
provided in this Agreement, be entitled to receive as conclusive proof of any
fact or matter required to be ascertained by it hereunder a certificate signed
by the board of trustees, the secretary or an assistant secretary of the Fund or
any other person expressly authorized by the board of trustees of the Fund.
E. Access to Records. Subject to security requirements of
State Street applicable to its own employees having access to similar records
within State Street and such regulations as to the conduct of such monitors as
may be reasonably imposed by State Street after prior consultation with an
authorized officer of the Fund, books and records of State Street pertaining to
its actions under this Agreement shall be open to inspection and audit at
reasonable times by the trustees and officers of, attorneys for, auditors
employed by the Fund or the Manager or any other person as the board of trustees
shall direct.
G. Record-Keeping. State Street shall maintain such records as
shall enable the Fund to comply with the requirements of all Federal and State
laws and regulations applicable to the Fund with respect to the matters covered
by this Agreement and shall comply with the representations of Parts I and II as
such representations relate to maintaining records of the Fund.
7. The Manager shall pay State Street for its services as Custodian
such compensation as shall be as specified in the attached Exhibit A. Such
compensation shall remain fixed for two years from the date hereof, unless this
Agreement is terminated as provided in section 8A, and shall remain fixed for an
additional year in the event the Fund decides to continue this Agreement for
such period; provided, however, that in the event either party terminates this
Agreement as provided in section ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ hereby guarantees and agrees
that no new Agreement entered into between the parties shall require payment of
compensation greater than that specified herein during such three year period.
8. State Street and the Fund further agree as follows:
A. Effective Period, Termination, Amendment and Interpretive
and Additional Provisions. This Agreement shall become effective as of the date
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 at any time (1) by the Fund by an
instrument in writing delivered or mailed, postage prepaid, to the other
parties, (2) by State Street through notice to the other parties at any time
after three years from the date hereof, or in the event of the Fund's
substantial default under this Agreement which default continues, after notice
to the Fund of such default, uncorrected for 30 days and (3) by the Manager,
upon 60 days written notice to the other parties, but only as to the rights and
obligations of the Manager hereunder, whereupon the Fund shall succeed to the
Manager's rights and shall become bound by the Manager's obligations hereunder.
In the event of termination under (1) or (2) above, State Street shall remain as
Custodian hereunder for a reasonable period thereafter if the Fund has used its
best efforts and is unable to find a Successor Custodian and any such
termination shall take effect not sooner than sixty (60) days after the date of
such delivery or mailing. The Fund shall not amend or terminate this Agreement
in contravention of any applicable Federal or State laws or regulations, or any
provision of the Declaration of Trust or By-Laws of the Fund, both as amended.
The Fund may by action of its board of trustees substitute another bank or trust
company for State Street by giving notice as provided above to State Street.
In connection with the operation of this Agreement, the parties may
agree from time to time 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, any such interpretive or additional
provision to be signed by both parties and annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable Federal or
State laws or regulations, or any provision of the Fund's Declaration of Trust
or By-laws, both as amended. No interpretive provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this Agreement.
B. Successor Custodian. Upon termination hereof or the
inability of the Custodian to continue to serve hereunder, the Manager shall pay
to State Street such compensation as may be due for services through the date of
such termination and shall likewise reimburse State Street for its costs,
expenses and disbursements incurred prior to such termination in accordance with
paragraph 6-B of section II hereof and such reasonable costs, expenses and
disbursements as may be incurred by State Street in connection with such
termination.
If a Successor Custodian is appointed by the board of trustees of the
Fund in accordance with Section 7 of the Fund's By-Laws, as amended, State
Street shall, upon termination, deliver to such Successor Custodian at the
office of State Street, properly endorsed and in proper form for transfer, all
securities then held hereunder, all cash and other properties of the Fund
deposited with or held by it hereunder.
If no such Successor Custodian is appointed, State Street shall, in
like manner at its office, upon receipt of a certified copy of a resolution of
the shareholders or board of trustees pursuant to section 7 of the Fund's
By-Laws, as amended, deliver such securities, cash and other properties in
accordance with such resolution.
In the event that no written order designating a Successor Custodian or
certified copy of a resolution of the shareholders or board of trustees shall
have been delivered to State Street on or before the date when such termination
shall become effective, then State Street shall have the right to deliver to a
bank or trust company doing business in Boston, Massachusetts of its own
selection, having an aggregate capital, surplus and undivided profits as shown
by its last published report, of not less than $2,000,000, all securities, cash
and other properties held by State Street and all instruments held by State
Street and all instruments held by it relative thereto and all other property
held by it under this Agreement. Thereafter, such bank or trust company shall be
the Successor of State Street under this Agreement and subject to the
restrictions, limitations and other requirements of the Fund's Declaration of
Trust and By-Laws, both as amended.
In the event that securities, funds, and other properties remain in the
possession of State Street after the date of termination hereof owing to failure
of the Fund to procure the certified copy above referred to, or of the board of
trustees to appoint a Successor Custodian, State Street shall be entitled to
fair compensation for its services during such period and the provisions of this
Agreement relating to the duties and obligations of State Street shall remain in
full force and effect.
C. Duplicate Records and Backup Facilities. State Street shall
not be liable for loss of data, occurring by reason of circumstances beyond its
control, including but not limited to acts of civil or military authority,
national emergencies, fire, flood or catastrophe, acts of God, insurrection,
war, riots, or failure of transportation, communication or power supply.
However, State Street shall keep in a separate and safe place additional copies
of all records required to be maintained pursuant to this Agreement or
additional tapes, disks or other sources of information necessary to reproduce
all such records. Furthermore, at all times during this Agreement, State Street
shall maintain a contractual arrangement whereby State Street will have a
back-up computer facility available for its use in providing the services
required hereunder in the event circumstances beyond State Street's control
result in State Street not being able to process the necessary work at its
principal computer facility, State Street shall, from time to time, upon request
from the Fund provide written evidence and details of its arrangement for
obtaining the use of such a back-up computer facility. State Street shall use
its best efforts to minimize the likelihood of all damage, loss of data, delays
and errors resulting from an uncontrollable event, and should such damage, loss
of data, delays or errors occur, State Street shall use its best efforts to
mitigate the effects of such occurrence. Representatives of the Fund shall be
entitled to inspect the State Street premises and operating capabilities within
reasonable business hours upon reasonable notice to State Street, and, upon
request of such representative or representatives, State Street shall from time
to time as appropriate, furnish to the Fund a letter setting forth the insurance
coverage thereon, any changes in such coverage which may occur and any claim
relating to the Fund which State Street may have made under such insurance.
D. Confidentiality. State Street agrees to treat all records
and other information relative to the Fund confidentially and State Street on
behalf of itself and its officers, employees, agents and Sub-Custodians agrees
to keep confidential all such information, except after prior notification to
and approval by the Fund (which approval shall not be unreasonably withheld and
may not be withheld where State Street may be exposed to civil or criminal
contempt proceedings), when requested to divulge such information by duly
constituted authorities or when so requested by a properly authorized person.
(a) State Street and the Fund agree that they, their officers,
employees, agents, and Sub-Custodians shall maintain all
information disclosed to them by the other in connection with
this agreement in confidence and will not disclose any such
information to any other person, nor use such information for
their own benefit or for the benefit of third parties without
the consent in writing of the other; provided, however, that
each party shall have the right to use any such information
for its own necessary internal purposes while this Agreement
is in effect. The provisions of the Paragraph shall not apply
to information which (i) is in or becomes part of the public
domain, or (ii) is demonstrably known previously to the party
to whom it is disclosed, or (iii) is independently developed
outside this Agreement by the party to whom it is disclosed or
(iv) is rightfully obtained from third parties by the party to
whom it is disclosed.
9. The Fund shall not circulate any printed matter which contains any
reference to State Street without the prior written approval of State Street,
excepting solely such printed matter as merely identifies State Street as
Depository or Custodian. The Fund will submit printed matter requiring approval
to State Street in draft form, allowing sufficient time for review by State
Street and its counsel prior to any deadline for printing.
10. In the event of a reorganization of the Fund through a merger,
consolidation, sale of assets or other reorganization, State Street, at the
request of the Fund, shall act as Custodian for shares of any investment company
or other company obtained in any such reorganization by the Fund for
distribution to those Fund shareholders whose shares are represented by
certificates. The Fund shall give notice to each such shareholder of his right
to exchange his Fund shares represented by certificates for shares held by the
Custodian upon surrender to the Custodian of his certificates representing such
Fund shares properly endorsed and in proper form for transfer. Upon the
surrender of such Fund certificates State Street will issue a certificate or
certificates to the surrendering shareholder for an appropriate number of shares
held by State Street, unless such shareholder establishes an Open Account Plan
or other similar account at the time in which case such shares will be credited
to his or her account. State Street shall not be required to issue certificates
for any fractional shares held by it. Instead, fractional interests in such
shares shall be distributed to the shareholder in cash at their then current
market value or, if the fractional share represents an interest in an investment
company, it shall be redeemed by State Street at the then current redemption
price for such shares and the proceeds of such redemption shall be distributed
to such shareholder in cash. The Custodian shall not release to any shareholder
any such shares held by it until such shareholder has properly surrendered for
exchange his or her Fund shares represented by certificates.
11. This Agreement is executed and delivered in the Commonwealth of
Massachusetts and shall be subject to and be construed in accordance with the
laws of said Commonwealth.
12. Notices and other writings delivered or mailed postage prepaid to
the Fund and to the Manager, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ or to State Street at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or
to such other address as the Fund, the Manager or State Street may hereafter
specify, shall be deemed to have been properly delivered or given hereunder to
the respective address.
13. It is understood and is expressly stipulated that neither the
holders of shares in the Fund nor its board of trustees, officers or employees
shall be personally liable hereunder, but only the assets of the Fund shall be
bound.
14. This Agreement shall be binding on and shall inure to the benefit
of the parties here to and their respective successors or assigns.
15. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.
KEYSTONE TAX FREE FUND
By:/s/ illegible
----------------------
President
THE MASSACHUSETTS COMPANIES, INC.
By:/s/ illegible
----------------------
Executive Vice President
STATE STREET BANK AND TRUST COMPANY
By:/s/ J.R. Towers
----------------------
Vice President
#10160634
SCHEDULE A
Fee Schedule
I. Annual Fee
$6,000
II. Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include the
following:
Telephone
Postage and insurance
Courier service
Legal fees
Supplies related to Fund records
Duplicating
Transfer fees
Sub-Custodian charges
Wire Service ($2.00 in or out)
III. Additional Services
Any modifications, innovations, improvements or other changes made by
State Street in the services and reports which it provides to other
customers receiving its custodial services without additional charges
or fees shall be provided to the Fund at its request for no additional
charge or fee.
SCHEDULE B
I. Operating Plan - Fund Custodian Services
1. Page 1
(a) Trade instructions by tape input compatible with the
SPARK system will not be given.
(b) System 34 terminals will not be provided for trade
input.
2. Page 2
(a) Distributions will be charged against the custodian
account and credited to the disbursement account on the
payable date.
(b) Reports - improved or new SPARK Reports will be made
available to the Fund at its request for no additional
cost.
II. Fund Custodian Services
A. Page 1
(1) The Fund will receive Custody and Full Accounting
Services.
B. Page 2
(1) Polaris Fund Inc. is now Keystone International Fund
Inc.
III. I. Custodian Reports
A. Page 1
(2) Analytics - Spark information reports - the Funds will
receive none of these.
IV. KM - SSB Reports Comparison
A. Page 1 - MASSCO Report
(1) (9) To be prepared for Keystone Tax Free Fund
(Massachusetts Fund for Tax Exempt Income) rather than
Master Reserves Trust (MRT).
(2) (12) To be prepared for all Funds.
(3) (13) Trade Settlement Authorizations and all other
reports as provided to the Keystone Funds will be
provided MassCo Funds.
(4) (26) Initial instructions in memo from ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
attached hereto and incorporated herein by reference.
Instructions may be changed from time to time by proper
instructions.
(5) (30) Letter to be supplied by Bradford Trust Company.
(6) (31) Report to be supplied by Bradford Trust Company.
B. Keystone Reports
(1) (3) Information to be supplied by Open Order System.
(2) (16) Will be prepared manually by State Street.
(3) (18) To be prepared by State Street.
(4) (30) New SPARK Report to be provided the Funds.
(5) (31) Pricing Quotes for foreign issues, restricted
securities and private placements not otherwise
available to State Street to be supplied by the Funds.
(6) (46) KIMCO Reports unnecessary.
(7) (58) State Street to prepare manually.
(8) (57) New SPARK Report to be provided the Funds.
(9) (70) New SPARK Report to be provided the Funds.
(10) (73) New SPARK Report to be provided the Funds.
(11) (74) New SPARK Report to be provided the Funds.
(12) (75) State Street to provide weekly report of fails for
each Fund.
(13) All new SPARK reports must be reviewed and accepted by
the Funds before they will be considered to comply with
State Street's Custodian, Portfolio Accounting and
Recordskeeping Agreements with the Funds.
IV. Responses
I. Fund Custodian Services
(a) Page 2
Checkwriting privilege is $.35 per check - charged only
for American Liquid Trust.