EXHIBIT 99.B8b
SUB-CUSTODIAN AGREEMENT BETWEEN
THE ▇▇▇▇▇ NATIONAL BANK OF GALVESTON, TEXAS
AND
SECURITIES MANAGEMENT AND RESEARCH, INC.
Securities Management and Research, Inc. (the "Custodian") requests that The
▇▇▇▇▇ National Bank of Galveston (the "Sub-Custodian") open a Custody Account
(the "Account") for and in the name of the Custodian on behalf of the
American National Growth Fund, Inc., American National Income Fund, Inc., and
the Triflex Fund, Inc., (the "Funds Group") and requests that the
Sub-Custodian hold all securities and other property now or hereafter
deposited in or held by the Sub-Custodian for each Account (the "Property").
The Sub-Custodian agrees to open such Account and to provide safekeeping and
accounting services, but no investment services for each such series of the
Account.
TERM OF THE AGREEMENT
The terms and conditions under which this Account shall be administered are
as follows:
HOLDING THE PROPERTY The Sub-Custodian holds the Property deposited into the
Account subject to future instructions by the Custodian. The Custodian may
deposit additional Property to the Account, subject to the Sub-Custodian's
acceptance thereof, and the Custodian may direct the Sub-Custodian to
immediately settle trades, sales or exchanges for the Account. The
Sub-Custodian shall not be liable for any losses or unfavorable result
arising from its prompt compliance with Custodian's directions.
The Custodian may withdraw all or any part of the Property from time to
time upon giving written notice and by giving the Sub-Custodian a receipt for
such withdrawn Property.
PROCEEDS FROM SALE Proceeds from the sale, redemption or exchange of
securities or other Properties held in the Account, including all receipts of
principal, shall be subject to the written instructions of the Custodian on
behalf of the Funds Group or as otherwise provided in this Agreement.
INCOME AND CASH BALANCES The Sub-Custodian shall use reasonable efforts to
collect principal and income on the Property, but in the absence of bad faith
or gross negligence, shall have no liability for sums not collected.
The income received by the Sub-Custodian from Property held in the Account
shall be held subject to further instructions of the Custodian.
OWNER; REGISTRATION; PROXIES The Property held in the Account shall be owned
by the Funds Group but, as a matter of convenience, any of the Property may
be registered or retained in the name of the Sub-Custodian's nominee. Proxies
received by the Sub-Custodian with respect to securities shall be promptly
forwarded to the Custodian.
INFORMATION FURNISHED TO ISSUERS The Custodian has no objection to the
Sub-Custodian furnishing to the companies which issued securities held in
this Account the Customer's name, address and share position, all in
accordance with applicable SEC rules. (The purpose of the rule is to
facilitate communications between issuers of securities and shareholders.)
CUSTOMER'S INSTRUCTIONS All written directions in regard to this Account must
be personally signed by an authorized representative of the Custodian.
Written direction includes those directions received by facsimile
transmission. However, the Sub-Custodian, in its sole discretion, may act in
accordance with directions from the Custodian whether given orally, by
telephone, telegraph, cable radio or otherwise, if it believes such
directions to be genuine; but if such directions are not in writing then the
Sub-Custodian shall not be liable for executing, failure to execute, or for
any mistake in the execution thereof, except in the case of willful
misconduct or gross negligence. Custodian agrees to confirm all oral
instructions in writing within a reasonable period of time.
STATEMENTS After the end of each month, the Sub-Custodian shall send to the
Custodian a statement listing all income and principal transactions of the
Account and a statement listing the Property owned by the Funds Group. Each
statement shall be conclusive as to its contents unless the Custodian shall
deliver written objections to the Sub-Custodian within sixty (60) days after
receipt of the statement.
NO TAX LIABILITY The Sub-Custodian shall not be responsible or liable for
determination or payment of any taxes assessed with respect to the Property
or the income thereof nor shall it be responsible for the preparation of
filing of any tax returns, other than withholding required by law.
FEES AND EXPENSES A Schedule used in computing the Sub-Custodian's fee is
attached. Such schedule may be amended at any time upon mutual agreement of
both parties.
TERMINATION; INDEMNIFICATION; ETC. Custodian and the Sub-Custodian, upon
execution of this Agreement, agree to be bound by all of its terms and
provisions and further agree that the Agreement shall remain in full force
and effect until June 30, 1993, or until expressly revoked or amended in
writing. Either the Custodian or the Sub-Custodian may terminate or revoke
this Agreement upon written notice delivered to the other, and the Agreement
may be amended upon the mutual agreement of both, in writing.
ACCEPTED BY SUB-CUSTODIAN: ACCEPTED BY CUSTODIAN:
THE ▇▇▇▇▇ NATIONAL BANK OF SECURITIES MANAGEMENT AND
GALVESTON RESEARCH, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice
President &
TITLE: Senior Trust Officer TITLE: President
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Tax I.D.#▇▇-▇▇▇▇▇▇▇
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REVISED FEE SCHEDULE (MAY 31, 1994)
AMENDMENT NO. 1
FEES AND EXPENSES
The following schedule shall be used in computing the Sub-Custodian's fee:
TRADES 25.00
HOLDING FEES 3.50
ASSET FEES .00030 (includes all out of pocket expenses)
Any terminal or access to system changes shall be billed to Custodian.
