MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
▇▇▇▇▇▇-Exhibit C-033-029
TABLE OF CONTENTS
SECTION PAGE
DEFINITIONS................................................................2
ARTICLE I - CUSTODY PROVISIONS.............................................5
1. Appointment of Custodian...........................................5
2. Custody of Cash and Securities.....................................5
3. Settlement of Fund Transactions....................................9
4. Lending of Securities.............................................10
5. Persons Having Access to Assets of the Fund.......................10
6. Standard of Care; Limit of Custodial Responsibilities.............10
7. Appointment of Subcustodians.....................................12
8. Overdraft Facility and Security for Payment.......................12
9. Tax Obligations...................................................13
ARTICLE II - FOREIGN CUSTODY MANAGER SERVICES.............................15
1. Delegation........................................................15
2. Changes to Appendix B.............................................15
3. Reports to Board..................................................15
4. Monitoring System.................................................15
5. Standard of Care.................................................15
6. Use of Securities Depositories....................................16
ARTICLE III - Information Services........................................17
1. Risk Analysis....................................................17
2. Monitoring of Securities Depositories............................17
3. Use of Agents....................................................17
4. Exercise of Reasonable Care......................................17
5. Liabilities and Warranties.......................................17
ARTICLE IV - GENERAL PROVISIONS...........................................17
1. Compensation......................................................18
2. Insolvency of Foreign Custodians..................................18
3. Liability for Depositories........................................18
4. Damages...........................................................18
5. Indemnification; Liability of the Fund............................19
6. Force Majeure.....................................................19
7. Termination.......................................................19
8. Books and Records.................................................20
9. Miscellaneous....................................................20
APPENDIX A List of Authorized Persons...................................23
APPENDIX B Selected Countries...........................................24
APPENDIX C Self Custody Rider...........................................25
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
This AGREEMENT is effective as of September 30, 2003 and is
between Dreyfus Premier Stock Funds, (the "Fund") a business trust
organized under the laws of the Commonwealth of Massachusetts
having its principal office and place of business at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, and MELLON BANK, N.A., (the
"Custodian"), a national banking association with its principal
place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
W I T N E S S E T H:
WHEREAS, the Fund and the Custodian desire to set forth their
agreement with respect to the custody of the Fund's Securities and
cash and the processing of Securities transactions;
WHEREAS, the Board desires to delegate certain of its
responsibilities for performing the services set forth in
paragraphs (c)(1), (c)(2) and (c)(3) of Rule 17f-5 to the Custodian
as a Foreign Custody Manager (as defined in Rule 17f-5);
WHEREAS, the Custodian agrees to accept such delegation with
respect to Assets, including those held by Foreign Custodians in
the Selected Countries; and
WHEREAS, the Custodian meets the requirements of a Primary
Custodian and agrees to perform the function of a Primary Custodian
under Rule 17f-7;
NOW THEREFORE, the Fund and the Custodian agree as follows:
DEFINITIONS
The following words and phrases, unless the context requires
otherwise, shall have the following meanings:
1. "ACT": the Investment Company Act of 1940 and the Rules
and Regulations thereunder, all as amended from time to
time.
2. "AGREEMENT": this agreement and any amendments.
3. "ASSETS": any of the Fund's investments, including
foreign currencies and investments for which the primary
market is outside the United States, and such cash and
cash equivalents as are reasonably necessary to effect
the Fund's transactions in such investments.
4. "AUTHORIZED PERSON": any person, whether or not any such
person is an officer or employee of the Fund, duly
authorized by the Board to give Instructions on behalf of
the Fund, who is listed in the Certificate annexed hereto
as APPENDIX A or such other Certificate as may be
received by the Custodian from time to time.
5. "BOARD": the Board of Directors (or the body authorized
to exercise authority similar to that of the board of
directors of a corporation) of the Fund.
6. "BOOK-ENTRY SYSTEM": the Federal Reserve/Treasury
book-entry system for United States and federal agency
Securities, its successor or successors and its nominee
or nominees.
7. "BUSINESS DAY": each day on which the Fund is required to
determine its net asset value, and any other day on which
the Securities and Exchange Commission may require the
Fund to be open for business.
8. "CERTIFICATE": any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received by the Custodian and signed on behalf of the
Fund by an Authorized Person.
9. "COUNTRY RISK": all factors reasonably related to the
systemic risk of holding assets in a particular country
including, but not limited to, such country's financial
infrastructure (including Securities Depositories),
prevailing or developing custody and settlement practices
and laws applicable to the safekeeping and recovery of
Assets held in custody.
10. "ELIGIBLE SECURITIES DEPOSITORY": the meaning of the term
set forth in Rule 17f-7(b)(1).
11. "FOREIGN CUSTODIAN": (a) a banking institution or trust
company incorporated or organized under the laws of a
country other than the United States, that is regulated
as such by the country's government or an agency of the
country's government; (b) a majority-owned direct or
indirect subsidiary of a U.S. Bank or bank holding
company; or (c) any entity other than a Securities
Depository with respect to which exemptive or no-action
relief has been granted by the Securities and Exchange
Commission to permit it to hold Assets of a registered
investment company. For the avoidance of doubt, the term
"Foreign Custodian" shall not include Euroclear,
Clearstream, or any other transnational system for the
central handling of securities or equivalent book-entries
regardless of whether or not such entities or their
service providers are acting in a custodial capacity with
respect to Assets, Securities or other property of the
Fund.
12. "INSTRUCTIONS": directions and instructions to the
Custodian from an Authorized Person in writing by
facsimile or electronic transmission subject to the
Custodian's practices or any other method specifically
agreed upon, provided that the Custodian may, in its
discretion, accept oral directions and instructions from
an individual it reasonably believes to be an Authorized
Person and may require confirmation in writing.
13. "PRIMARY CUSTODIAN": the meaning set forth in Rule
17f-7(b)(2).
14. "PROSPECTUS": the Fund's current prospectus and statement
of additional information relating to the registration of
the Fund's Shares under the Securities Act of 1933, as
amended.
15. "RISK ANALYSIS": the analysis required under Rule
17f-7(a)(1)(i)(A).
16. "RULES 17F-4, 17F-5 AND 17F-7": such Rules as promulgated
under Section 17(f) of the Act, as such rules (and any
successor rules or regulations) may be amended from time
to time.
17. "SECURITY" or "SECURITIES": bonds, debentures, notes,
stocks, shares, evidences of indebtedness, options,
futures, warrants and other securities, commodities,
interests and investments from time to time owned by the
Fund.
18. "SECURITIES DEPOSITORY": a system for the central
handling of securities as defined in Rule 17f-4.
19. "SELECTED COUNTRIES": the jurisdictions listed on
Appendix B as such may be amended from time to time in
accordance with Article II.
20. "SHARES" shares of the Fund, however designated.
21. "TRANSFER AGENT": the person which performs the transfer
agent functions for the Fund.
22. "U.S. BANK": the meaning set forth in Rule 17f-5(a)(7).
ARTICLE I
CUSTODY PROVISIONS
1. APPOINTMENT OF CUSTODIAN. The Board appoints the Custodian,
and the Custodian accepts such appointment, as custodian of all the
Securities and monies at the time owned by or in the possession of
the Fund during the period of this Agreement.
2. CUSTODY OF CASH AND SECURITIES.
(a) RECEIPT AND HOLDING OF ASSETS. The Fund will deliver or
cause to be delivered to the Custodian all Securities and
monies owned by it at any time during the period of this
Agreement. The Custodian will not be responsible for
such Securities and monies until actually received. The
Custodian shall establish and maintain a separate account
for the Fund and shall credit to the separate account all
Securities and monies so received. The Board
specifically authorizes the Custodian to hold Securities,
Assets or other property of the Fund with any domestic
subcustodian, or Securities Depository; and Foreign
Custodians or Eligible Securities Depositories in the
Selected Countries as provided in Article II. Securities
and monies of the Fund deposited in a Securities
Depository or Eligible Securities Depositories will be
reflected in an account or accounts which include only
assets held by the Custodian or a Foreign Custodian for
its customers.
(b) DISBURSEMENTS OF CASH AND DELIVERY OF SECURITIES. The
Custodian shall disburse cash or deliver out Securities
only for the purposes listed below. Instructions must
specify or evidence the purpose for which any transaction
is to be made and the Fund shall be solely responsible to
assure that Instructions are in accord with any
limitations or restrictions applicable to the Fund.
(1) In payment for Securities purchased for the Fund,
upon receipt of such Securities in accord with market
practice;
(2) In payment of dividends or distributions with respect
to Shares;
(3) In payment for Shares which have been redeemed by the
Fund;
(4) In payment of taxes;
(5) When Securities are called, redeemed, retired, or
otherwise become payable;
(6) In exchange for or upon conversion into other
securities alone or other securities and cash
pursuant to any plan or merger, consolidation,
reorganization, recapitalization or readjustment;
(7) Upon conversion of Securities pursuant to their terms
into other securities;
(8) Upon exercise of subscription, purchase or other
similar rights represented by Securities;
(9) For the payment of interest, management or
supervisory fees, distributions or operating
expenses;
(10) In payment of fees and in reimbursement of the
expenses and liabilities of the Custodian
attributable to the Fund;
(11) In connection with any borrowings by the Fund or
short sales of securities requiring a pledge of
Securities, but only against receipt of amounts
borrowed;
(12) In connection with any loans, but only against
receipt of adequate collateral as specified in
Instructions which shall reflect any restrictions
applicable to the Fund;
(13) For the purpose of redeeming Shares of the Fund and
the delivery to, or the crediting to the account of,
the Custodian or the Fund's transfer agent, net
amounts payable with respect to such Shares to be
redeemed;
(14) For the purpose of redeeming in kind Shares of the
Fund against delivery to the Custodian or the
Transfer Agent of such Shares to be so redeemed;
(15) For delivery 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 (the "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 organizations, regarding
escrow or other arrangements in connection with
transactions by the Fund. The Custodian will act only
in accordance with Instructions in the delivery of
Securities to be held in escrow and will have no
responsibility or liability for any such Securities
which are not returned promptly when due other than
to make proper requests for such return;
(16) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from
Securities or related transactions;
(17) When Securities are sold by the Fund, upon receipt of
the total amount payable to the Fund therefore, in
accord with market practice;
(18) Upon the termination of this Agreement; and
(19) Pursuant to a Certificate setting forth the name and
address of the person to whom the payment is to be
made, the account from which payment is to be made,
the amount to be paid and the purpose for which
payment is to be made, provided that in the event of
disbursements pursuant to this paragraph 19 of
Section 2(b), the Fund shall indemnify and hold the
Custodian harmless from any claims or losses arising
out of such disbursements in reliance on such
Certificate.
(c) ACTIONS WHICH MAY BE TAKEN WITHOUT INSTRUCTIONS. Unless
an Instruction to the contrary is received, the Custodian
shall:
(1) Collect all income due or payable, provided that the
Custodian shall not be responsible for the failure
to receive payment of (or late payment of)
distributions or other payments with respect to
Securities or other property held in the account;
(2) Present for payment and collect the amount payable
upon all Securities which may mature or be called,
redeemed, retired or otherwise become payable.
Notwithstanding the foregoing, the Custodian shall
have no responsibility to the Fund for monitoring or
ascertaining any call, redemption or retirement
dates with respect to put bonds or similar
instruments which are owned by the Fund and held by
the Custodian or its nominees where such dates are
not published in sources routinely used by the
Custodian. The Custodian shall have no
responsibility or liability to the Fund for any loss
by the Fund for any missed payments or other
defaults resulting therefrom when information is not
published in sources routinely used by the
Custodian, unless the Custodian received timely
notification from the Fund specifying the time,
place and manner for the presentment of any such put
bond owned by the Fund and held by the Custodian or
its nominee. The Custodian shall not be responsible
and assumes no liability for the accuracy or
completeness of any notification the Custodian may
furnish to the Fund with respect to put bonds or
similar instruments;
(3) Surrender Securities in temporary form for definitive
Securities;
(4) Hold directly, or through a Securities Depository
with respect to Securities therein deposited, for the
account of the Fund all rights and similar Securities
issued with respect to any Securities held by the
Custodian hereunder for the Fund;
(5) Submit or cause to be submitted to Fund or its
investment advisor, as designated by Fund,
information actually received by the Custodian
regarding ownership rights pertaining to property
held for the Fund;
(6) Deliver or cause to be delivered any Securities held
for the Fund in exchange for other Securities or cash
issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise
of any conversion privilege;
(7) Deliver Securities upon the receipt of payment in
connection with any repurchase agreement related to
such Securities entered into by the Fund;
(8) 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, however, that in any such case the cash or
other consideration is to be delivered to the
Custodian. Notwithstanding the foregoing, the
Custodian shall have no responsibility to the Fund
for monitoring or ascertaining any call, redemption
or retirement dates with respect to put bonds or
similar instruments which are owned by the Fund and
held by the Custodian or its nominee where such dates
are not published in sources routinely used by the
Custodian. The Custodian shall have no responsibility
or liability to the Fund for any loss by the Fund for
any missed payment or other default resulting
therefrom when information is not published in
sources routinely used by the Custodian, unless the
Custodian received timely notification from the Fund
specifying the time, place and manner for the
presentment of any such put bond owned by the Fund
and held by the Custodian or its nominee. The
Custodian shall not be responsible and assumes no
liability to the Fund for the accuracy or
completeness of any notification the Custodian may
furnish to the Fund with respect to put bonds or
similar investments;
(9) Endorse and collect all checks, drafts or other
orders for the payment of money received by the
Custodian for the account of the Fund; and
(10) Execute any and all documents, agreements or other
instruments as may be necessary or desirable for the
accomplishment of the purposes of this Agreement.
(d) CONFIRMATION AND STATEMENTS. Promptly after the close of
business on each day, the Custodian shall furnish the
Fund with confirmations and a summary of all transfers to
or from the account of the Fund during the day. Where
securities purchased by the Fund are in a fungible bulk
of securities registered in the name of the Custodian (or
its nominee) or shown in the Custodian's account on the
books of a Securities Depository, the Custodian shall by
book-entry or otherwise identify the quantity of those
securities belonging to the Fund. At least monthly, the
Custodian shall furnish the Fund with a detailed
statement of the Securities and monies held for the Fund
under this Agreement.
(e) REGISTRATION OF SECURITIES. The Custodian is authorized
to hold all Securities, Assets, or other property of the
Fund in nominee name, in bearer form or in book-entry
form. The Custodian may register any Securities, Assets
or other property of the Fund in the name of the Fund, in
the name of the Custodian, any domestic subcustodian, or
Foreign Custodian, in the name of any duly appointed
registered nominee of such entity, or in the name of a
Securities Depository or its successor or successors, or
its nominee or nominees. The Fund agrees to furnish to
the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer,
or to register in the name of its registered nominee or
in the name of a Securities Depository, any Securities
which it may hold for the account of the Fund and which
may from time to time be registered in the name of the
Fund.
(f) SEGREGATED ACCOUNTS. Upon receipt of Instruction, the
Custodian will, from time to time establish segregated
accounts on behalf of the Fund to hold and deal with
specified assets as shall be directed.
3. SETTLEMENT OF FUND TRANSACTIONS.
(a)CUSTOMARY PRACTICES. Settlement of transactions may be
effected in accordance with trading and processing
practices customary in the jurisdiction or market where
the transaction occurs. The Fund acknowledges that this
may, in certain circumstances, require the delivery of
cash or Securities (or other property) without the
concurrent receipt of Securities (or other property) or
cash. In such circumstances, the Custodian shall have no
responsibility for nonreceipt of payments (or late
payment) or nondelivery of Securities or other property
(or late delivery) by the counterparty.
(b)CONTRACTUAL INCOME. Unless the parties agree to the
contrary, the Custodian shall credit the Fund; in
accordance with the Custodian's standard operating
procedure, with income and maturity proceeds on securities
on contractual payment date, net of any taxes, or upon
actual receipt. To the extent the Custodian credits
income on contractual payment date, the Custodian may
reverse such accounting entries with back value to the
contractual payment date if the Custodian reasonably
believes that such amount will not be received.
(c)CONTRACTUAL SETTLEMENT. Unless the parties agree to the
contrary, the Custodian will attend to the settlement of
securities transactions in accordance with the Custodian's
standard operating procedure, on the basis of either
contractual settlement date accounting or actual
settlement date accounting. To the extent the Custodian
settles certain securities transactions on the basis of
contractual settlement date accounting, the Custodian may
reverse with back value to the contractual settlement date
any entry relating to such contractual settlement if the
Custodian reasonably believes that such amount will not be
received.
4. LENDING OF SECURITIES. The Custodian may lend the assets of
the Fund in accordance with the terms and conditions of a
separate securities lending agreement.
5. PERSONS HAVING ACCESS TO ASSETS OF THE FUND.
(a) No trustee or agent of the Fund, and no officer,
director, employee or agent of the Fund's investment
adviser, of any sub-investment adviser of the Fund, or of
the Fund's administrator, shall have physical access to
the assets of the Fund held by the Custodian or be
authorized or permitted to withdraw any investments of
the Fund, nor shall the Custodian deliver any assets of
the Fund to any such person.
No officer, director, employee or agent of the Custodian
who holds any similar position with the Fund's investment
adviser, with any sub-investment adviser of the Fund or
with the Fund's administrator shall have access to the
assets of the Fund.
(b) Nothing in this Section 5 shall prohibit any duly
authorized officer, employee or agent of the Fund, or any
duly authorized officer, director, employee or agent of
the investment adviser, of any sub-investment adviser of
the Fund or of the Fund's administrator, from giving
Instructions to the Custodian or executing a Certificate
so long as it does not result in delivery of or access to
assets of the Fund prohibited by paragraph (a) of this
Section 5.
6. STANDARD OF CARE; LIMIT OF CUSTODIAL RESPONSIBILITIES.
(a) STANDARD OF CARE. In connection with its duties and
responsibilities under this Article I, the Custodian
shall not be liable for any loss or damage, including
counsel fees, resulting from its action or omission to
act or otherwise, except for any such loss or damage
arising out of the negligence or willful misconduct of
the Custodian, its employees, agents or domestic
subcustodians. The Custodian may, with respect to
questions of law, apply for and obtain the advice and
opinion of counsel to the Fund or of its own counsel, at
the expense of the Fund, and shall be fully protected
with respect to anything reasonably done or omitted by it
in conformity with such advice or opinion.
(b) LIMIT OF DUTIES. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or
obligation to inquire into, and shall not be liable for:
(1) The acts or omissions of any agent appointed
pursuant to Instructions of the Fund or its
investment advisor including, but not limited to,
any broker-dealer or other entity to hold any
Securities or other property of the Fund as
collateral or otherwise pursuant to any investment
strategy;
(2) The validity of the issue of any Securities
purchased by the Fund, the legality of the purchase
thereof, or the propriety of the amount paid
therefor;
(3) The legality of the sale of any Securities by the
Fund or the propriety of the amount for which the
same are sold;
(4) The legality of the issue or sale of any Shares, or
the sufficiency of the amount to be received
therefor;
(5) The legality of the redemption of any Shares, or the
propriety of the amount to be paid therefor;
(6) The legality of the declaration or payment of any
distribution of the Fund;
(7) The legality of any borrowing for temporary or
emergency purposes.
(c) NO LIABILITY UNTIL RECEIPT. The Custodian shall not be
liable for, or considered to be the Custodian of, any
money, whether or not represented by any check, draft, or
other instrument for the payment of money, received by it
on behalf of the Fund until the Custodian actually
receives and collects such money, directly or by the
final crediting of the account representing the Fund's
interest in the Book- Entry System or Securities
Depository.
(d) AMOUNTS DUE FROM TRANSFER AGENT. The Custodian shall not
be required to effect collection of any amount due to the
Fund from the Transfer Agent nor be required to cause
payment or distribution by the Transfer Agent of any
amount paid by the Custodian to the Transfer Agent.
(e) COLLECTION WHERE PAYMENT REFUSED. The Custodian shall
not be required to take action to effect collection of
any amount, if the Securities upon which such amount is
payable are in default, or if payment is refused after
due demand or presentation, unless and until it shall be
directed to take such action and it shall be assured to
its satisfaction of reimbursement of its related costs
and expenses.
(f) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not
be under any duty or obligation to ascertain whether any
Securities at any time delivered to or held by it for the
Fund are such as may properly be held by the Fund under
the provisions of its governing instruments or Prospectus.
(g) RELIANCE ON INSTRUCTIONS. The Custodian shall be entitled
to rely upon any Certificate, Instruction, notice or other
instrument in writing received by the Custodian and
reasonably believed by the Custodian to be genuine and to
be signed by an Authorized Person of the Fund. Where the
Custodian is issued Instructions orally, the Fund
acknowledges that if written confirmation is requested,
the validity of the transactions or enforceability of the
transactions authorized by the Fund shall not be affected
if such confirmation is not received or is contrary to
oral Instructions given. The Custodian shall be under no
duty to question any direction of an Authorized Person, to
review any property held in the Fund's account, to make
any suggestions with respect to the investment of the
Assets in the Fund's account, or to evaluate or question
the performance of any Authorized Person. The Custodian
shall not be responsible or liable for any diminution of
value of any Securities or other property held by the
Custodian, absent a breach of the Custodian's duties under
this Agreement.
7. APPOINTMENT OF SUBCUSTODIANS. The Custodian is hereby
authorized to appoint one or more domestic subcustodians (which may
be an affiliate of the Custodian) to hold Securities and monies at
any time owned by the Fund. The Custodian is also hereby
authorized when acting pursuant to Instructions to: 1) place Assets
with any Foreign Custodian located in a jurisdiction which is not a
Selected Country and with Euroclear, Clearstream, or any other
transnational depository; and 2) place Assets with a broker or
other agent as subcustodian in connection with futures, options,
short selling or other transactions. When acting pursuant to such
Instructions, the Custodian shall not be liable for the acts or
omissions of any subcustodian so appointed.
8. OVERDRAFT FACILITY AND SECURITY FOR PAYMENT. In the event
that the Custodian receives Instructions to make payments or
transfers of monies on behalf of the Fund for which there would be,
at the close of business on the date of such payment or transfer,
insufficient monies held by the Custodian on behalf of the Fund,
the Custodian may, in its sole discretion, provide an overdraft (an
"Overdraft") to the Fund in an amount sufficient to allow the
completion of such payment or transfer. Any Overdraft provided
hereunder: (a) shall be payable on the next Business Day, unless
otherwise agreed by the Fund and the Custodian; and (b) shall
accrue interest from the date of the Overdraft to the date of
payment in full by the Fund at a rate agreed upon from time to
time, by the Custodian and the Fund or, in the absence of specific
agreement, at such rate as charged to other customers of Custodian
under procedures uniformly applied. The Custodian and the Fund
acknowledge that the purpose of such Overdraft is to temporarily
finance the purchase of Securities for prompt delivery in
accordance with the terms hereof, to meet unanticipated or unusual
redemptions, to allow the settlement of foreign exchange contracts
or to meet other unanticipated Fund expenses. The Custodian shall
promptly notify the Fund (an "Overdraft Notice") of any Overdraft.
To secure payment of any Overdraft, the Fund hereby grants to the
Custodian a continuing security interest in and right of setoff
against the Securities and cash in the Fund's account from time to
time in the full amount of such Overdraft. Should the Fund fail to
pay promptly any amounts owed hereunder, the Custodian shall be
entitled to use available cash in the Fund's account and to
liquidate Securities in the account as necessary to meet the Fund's
obligations under the Overdraft. In any such case, and without
limiting the foregoing, the Custodian shall be entitled to take
such other actions(s) or exercise such other options, powers and
rights as the Custodian now or hereafter has as a secured creditor
under the Massachusetts Uniform Commercial Code or any other
applicable law.
9. TAX OBLIGATIONS. For purposes of this Agreement, "Tax
Obligations" shall mean taxes, withholding, certification and
reporting requirements, claims for exemptions or refund, interest,
penalties, additions to tax and other related expenses. To the
extent that the Custodian has received relevant and necessary
information with respect to the Fund's account, the Custodian shall
perform the following services with respect to Tax Obligations:
a. the Custodian shall file claims for exemptions or refunds with
respect to withheld foreign (non-U.S.) taxes in instances in which
such claims are appropriate;
b. the Custodian shall withhold appropriate amounts, as required
by U.S. tax laws, with respect to amounts received on behalf of
nonresident aliens; and
c. the Custodian shall provide to the Fund or an Authorized
Person such information received by the Custodian which could, in
the Custodian's reasonable belief, assist the Fund or the
Authorized Person in the submission of any reports or returns with
respect to Tax Obligations. The Fund shall inform the Custodian in
writing as to which party or parties shall receive information from
the Custodian.
The Custodian shall provide such other services with respect
to Tax Obligations, including preparation and filing of tax returns
and reports and payment of amounts due (to the extent funded), as
requested by the Fund and agreed to by the Custodian in writing.
The Custodian shall have no independent obligation to determine the
existence of any information with respect to, or the extent of, any
Tax Obligations now or hereafter imposed on the Fund or its account
by any taxing authority. Except as specifically provided herein or
agreed to in writing by the Custodian, the Custodian shall have no
obligations or liability with respect to Tax Obligations,
including, without limitation, any obligation to file or submit
returns or reports with any taxing authorities.
In making payments to service providers pursuant to
Instructions, the Fund acknowledges that the Custodian is acting as
a paying agent and not as the payor, for tax information reporting
and withholding purposes.
ARTICLE II
FOREIGN CUSTODY MANAGER SERVICES
>
1. DELEGATION. The Board delegates to the Custodian, and the
Custodian hereby agrees to accept, responsibility as the Fund's
Foreign Custody Manager for selecting, contracting with and
monitoring Foreign Custodians in Selected Countries set forth in
Appendix B (except as noted therein) in accordance with Rule
17f-5(c).
2. CHANGES TO APPENDIX B. Appendix B may be amended from
time to time to add or
delete jurisdictions by written agreement signed by an Authorized
Person of the Fund and the Custodian, but the Custodian reserves
the right to delete jurisdictions upon reasonable notice to the
FUND.
3. REPORTS TO BOARD. Custodian shall provide written reports
notifying the Board of the placement of Assets with a particular
Foreign Custodian. Such reports shall be provided to the Board
quarterly, except as otherwise agreed by the Custodian and the
Fund. The Custodian shall promptly notify the Board, in writing,
of any material change in Fund's foreign custody arrangements.
4. MONITORING SYSTEM. In each case in which the Custodian has
exercised delegated authority to place Assets with a Foreign
Custodian, the Custodian shall monitor the appropriateness of
maintaining the Assets with such Foreign Custodian, and the
performance of the Foreign Custodian under its contract with the
Custodian, in accordance with Rule 17f-5(c)(3). The Custodian will
notify the Fund as soon as possible if an arrangement with a
Foreign Custodian no longer meets the requirements of Rule 17f-5,
so that the Fund may withdraw its Assets in accordance with Rule
17f-5(c)(3)(ii).
5. STANDARD OF CARE; INDEMNITY. In exercising the delegated
authority under this Article of the Agreement, the Custodian agrees
to exercise reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of the Assets
would exercise in like circumstances. Contracts with Foreign
Custodians shall comply with Rule 17f-5(c)(2), and provide for
reasonable care for Assets based on the standards applicable to
Foreign Custodians in the Selected Country. In making this
determination, the Custodian shall consider the factors set forth
in Rule 17f-5(c)(1). In addition, the Custodian shall hold the Fund
harmless from, and indemnify the Fund against, any loss, action,
claim, demand, expense and proceeding, including counsel fees, that
occurs as a result of the failure of any Foreign Custodian to
exercise reasonable care with respect to the safekeeping of
Securities and monies of the Fund. Notwithstanding the generality
of the foregoing, however, the Custodian shall not be liable for
any losses resulting from Country Risk.
6. USE OF SECURITIES DEPOSITORIES. In exercising its delegated
authority, Custodian may assume, unless instructed in writing to
the contrary, that the Board or the Fund's investment adviser has
determined, pursuant to Rule 17f-7, to place and maintain foreign
assets with any Securities Depository as to which the Custodian has
provided the Fund with a Risk Analysis.
[BALANCE OF PAGE INTENTIONALLY BLANK]
ARTICLE III
INFORMATION SERVICES
1. RISK ANALYSIS. The Custodian will provide the Fund with a
Risk Analysis with respect to Securities Depositories operating in
the countries listed in Appendix B. If the Custodian is unable to
provide a Risk Analysis with respect to a particular Securities
Depository, it will notify the Fund. If a new Securities
Depository commences operation in one of the Appendix B countries,
the Custodian will provide the Fund with a Risk Analysis in a
reasonably practicable time after such Securities Depository
becomes operational. If a new country is added to Appendix B, the
Custodian will provide the Fund with a Risk Analysis with respect
to each Securities Depository in that country within a reasonably
practicable time after the addition of the country to Appendix B.
2. MONITORING OF SECURITIES DEPOSITORIES. The Custodian will
monitor, on a continuing basis, the custody risks associated with
maintaining assets with each Securities Depository for which it has
provided the Fund with a Risk Analysis, as required under Rule
17f-7. The Custodian will promptly notify Fund or its investment
adviser of any material change in these risks, or if the custody
arrangements with a Securities Depository may no longer meet the
requirements of Rule 17f-7.
3. USE OF AGENTS. Subject to its standard of care in Section 4,
below, The Custodian may employ agents, including, but not limited
to Foreign Custodians, to perform its responsibilities under
Sections 1 and 2 above.
4. EXERCISE OF REASONABLE CARE. The Custodian will exercise
reasonable care, prudence, and diligence in performing its
responsibilities under this Article III. With respect to the Risk
Analyses provided or monitoring performed by an agent, the
Custodian will exercise reasonable care in the selection of such
agent, and shall be entitled to rely upon information provided by
agents so selected in the performance of its duties and
responsibilities under this Article III, unless the Custodian knows
or should have known such information to be incorrect, incomplete
or misleading.
5. LIABILITIES AND WARRANTIES. While the Custodian will
take reasonable precautions to ensure that information provided is
accurate, the Custodian shall have no liability with respect to
information provided to it by third parties, unless the Custodian
knows or should have known such information to be incorrect,
incomplete or misleading. Except as provided, due to the nature
and source of information, and the necessity of relying on various
information sources, most of which are external to the Custodian,
the Custodian shall have no liability for direct or indirect use of
such information.
ARTICLE IV
GENERAL PROVISIONS
1. COMPENSATION.
(a) The Fund will compensate the Custodian for its services
rendered under this Agreement in accordance with the fees,
including out of pocket disbursements, set forth in a
separate Fee Schedule, which schedule may be modified by
the Custodian upon not less than sixty days prior written
notice to the Fund. The Custodian shall also be entitled
to reimbursement from the Fund for the amount of any loss,
damage, liability or expense incurred with respect to the
Fund, including counsel fees, for which it shall be
entitled to reimbursement under the provisions of this
Agreement.
(b) The Custodian will ▇▇▇▇ the Fund as soon as practicable
after the end of each calendar month. The Fund will
promptly pay to the Custodian the amount of such billing.
(c) If not paid timely by the Fund, and unless otherwise
reasonably disputed by the Fund, the Custodian may charge
against assets held on behalf of the Fund compensation and
any expenses incurred by the Custodian in the performance
of its duties pursuant to this Agreement.
The Custodian will be deemed to be compensated for the performance
of its obligations hereunder by the payment by the Fund of
investment management fees to The Dreyfus Corporation, as
investment adviser, pursuant to the investment advisory agreement
between the Fund and The Dreyfus Corporation.
..
2. INSOLVENCY OF FOREIGN CUSTODIANS. The Custodian shall be
responsible for losses or damages suffered by the Fund arising as a
result of the insolvency of a Foreign Custodian only to the extent
that the Custodian failed to comply with the standard of care set
forth in Article II with respect to the selection and monitoring of
such Foreign Custodian.
3. LIABILITY FOR DEPOSITORIES. The Custodian shall not be
responsible for any losses resulting from the deposit or
maintenance of Securities, Assets or other property of the Fund
with a Securities Depository. Nothing in this provision shall
preclude damages for a breach of duties under Article III.
4. DAMAGES. The Custodian shall not be liable for any indirect,
consequential or special damages with respect to its role as
Foreign Custody Manager, Custodian or information vendor, except as
may arise from its bad faith or willful misconduct in performing
its responsibilities hereunder.
5. LIABILITY OF THE FUND. The Fund and the Custodian agree
that the obligations of the Fund under this Agreement shall not be
binding upon any of the Directors, Trustees, shareholders,
nominees, officers, employees or agents, whether past, present or
future, of the Fund individually, but are binding only upon the
assets and property of the Fund.
6. FORCE MAJEURE. The Custodian shall not be liable for any
losses resulting from or caused by events or circumstances beyond
its reasonable control, including, but not limited to, losses
resulting from nationalization, strikes, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges
affecting the Fund's property; or the breakdown, failure or
malfunction of any utilities or telecommunications systems; or any
order or regulation of any banking or securities industry including
changes in market rules and market conditions affecting the
execution or settlement of transactions; or acts of war, terrorism,
insurrection or revolution; or any other similar event.
7. TERMINATION.
(a) Either party may terminate this Agreement by giving the
other party two hundred seventy (270) days notice in
writing, specifying the date of such termination. In the
event notice is given by the Fund, it shall be
accompanied by a Certificate evidencing the vote of the
Fund's Board to terminate this Agreement.
(b) The Fund shall, on or before a specified termination
date, deliver to the Custodian a Certificate evidencing
the vote of the Board designating a successor custodian.
In the absence of such designation, the Custodian may
designate a successor custodian, which shall be a person
qualified to so act under the Act, or the Fund. If both
the Custodian and the Fund fail to designate a successor
custodian, the Fund shall, upon the date specified in the
notice of termination, and upon the delivery by the
Custodian of all Securities and monies then owned by the
Fund, be deemed to be its own custodian and the Custodian
shall thereby be relieved of all duties and
responsibilities under this Agreement, other than the
duty with respect to Securities held in the Book-Entry
System which cannot be delivered to the Fund.
(c) Upon termination of the Agreement, the Custodian shall, upon
receipt of a notice of acceptance by the successor
custodian, deliver to the successor all Securities and
monies then held by the Custodian on behalf of the Fund,
after deducting all fees, expenses and other amounts owed
which have not been reasonably disputed.
(d) In the event of a dispute following the termination of this
Agreement, all relevant provisions shall be deemed to
continue to apply to the obligations and liabilities of
the parties with respect thereto.
8. BOOKS AND RECORDS. The books and records pertaining to the
Fund which are in the possession of the Custodian shall be the
property of the Fund. (The Custodian may, however, to the extent
required by law or regulation retain copies of the same if the Fund
requests the return of its books and records.) Such books and
records shall be prepared and maintained as required by the Act,
and other applicable securities laws, rules and regulations. Such
books and records shall be open to inspection and audit at
reasonable times by officers and auditors employed by the Fund at
its own expense and with prior written notice to the Custodian, and
by the appropriate employees of the Securities and Exchange
Commission.
9. MISCELLANEOUS.
(a) APPENDIX A is a Certificate signed by the Secretary of
the Fund setting forth the names and the signatures of
Authorized Persons. The Fund shall furnish a new
Certificate when the list of Authorized Persons is
changed in any way. Until a new certification is
received, the Custodian shall be fully protected in
acting upon Instructions from Authorized Persons as set
forth in the last delivered Certificate.
(b) Any required written notice or other instrument shall be
sufficiently given if addressed to the Custodian or the
Fund as the case may be and delivered to it at its
offices at:
The Custodian:
Boston Safe Deposit and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
The Fund:
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn. ▇▇▇▇ ▇▇▇▇▇▇▇
or at such other place as the parties may from time to
time designate to the other in writing.
(c) This Agreement may not be amended or modified except by a
written agreement executed by both parties.
(d) This Agreement shall extend to and shall be binding upon
the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not
be assignable by the Fund without the written consent of
the Custodian, or by the Custodian without the written
consent of the Fund authorized or approved by a vote of
the Board, provided, however, that the Custodian may
assign the Agreement or any function thereof to any
corporation or entity which directly or indirectly is
controlled by, or is under common control with, the
Custodian and any other attempted assignment without
written consent shall be null and void.
(e) Nothing in this Agreement shall give or be construed to
give or confer upon any third party any rights hereunder.
(f) The Custodian represents that it is a U.S. Bank within
the meaning of paragraph (a)(7) of Rule 17f-5.
(g) The Fund acknowledges and agrees that, except as
expressly set forth in this Agreement, the Fund is solely
responsible to assure that the maintenance of the Fund's
Securities and cash hereunder complies with applicable
laws and regulations, including without limitation the
Act and the rules and regulations promulgated thereunder
and applicable interpretations thereof or exemptions
therefrom. The Fund represents that it has determined
that it is reasonable to rely on the Custodian to perform
the responsibilities delegated pursuant to this Agreement.
(h) This Agreement shall be construed in accordance with the
laws of The Commonwealth of Pennsylvania.
(i) The captions of the Agreement are included for
convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(j) Each party represents to the other that it has all
necessary power and authority, and has obtained any
consent or approval necessary, to permit it to enter into
and perform this Agreement and that this Agreement does
not violate, give rise to a default or right of
termination under or otherwise conflict with, any
applicable law, regulation, ruling, decree or other
governmental authorization or any contract to which it is
a party or by which any of its assets is bound.
(k) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original, but such counterparts shall, together,
constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective representatives duly authorized
as of the day and year first above written.
Dreyfus Premier Stock Funds
By:
---------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Secretary
MELLON BANK, N.A.
By:
-----------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title:
APPENDIX A
LIST OF AUTHORIZED PERSONS
I, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Secretary of The Dreyfus/Laurel Funds
Trust, a business trust organized under the laws of the
Commonwealth of Massachusetts (the "Fund"), do hereby certify that:
The following individuals have been duly authorized as
Authorized Persons to give Instructions on behalf of the Fund and
the specimen signatures set forth opposite their respective names
are their true and correct signatures:
NAME SIGNATURE
-------------------------
By:
--------------------------
Secretary
Dated:
APPENDIX B
SELECTED COUNTRIES
"*Note, Custodian will not act as a Foreign Custody Manager with
respect to assets held in this country. Holding assets and use of
Mellon's usual subcustodian in this country is subject to
Instructions by the Fund and its execution of a separate
letter-agreement pertaining to custody and market risks."
APPENDIX C
SELF CUSTODY RIDER
Notwithstanding any other provisions of this Agreement to the
contrary, the following provisions shall apply to this Agreement as
being subject to Rule 17f-2 under the Act.
1. PHYSICAL SEPARATIONS OF SECURITIES. Except as permitted by
Rule 17f-2 or Rule 17f-4, the Custodian shall hold all
Securities deposited with it physically segregated at all
times from those of any other person.
2. ACCESS TO SECURITIES. Except as otherwise provided by law, no
---------------------
person shall be authorized or permitted to have access to the
Securities deposited with the Custodian except pursuant to a
Board resolution. Each such resolution shall designate not
more than five persons who shall be either officers or
responsible employees of the Fund and shall provide that
access to such investments shall be had only by two or more
such persons jointly, at least one of whom shall be an
officer; except that access to such investments shall be
permitted (1) to properly authorized officers and employees of
the Custodian and (2) to the Fund's independent public
accountant jointly with any two persons so designated or with
such officer or employee of the Custodian.
3. DEPOSITS AND WITHDRAWALS. Each person when depositing such
securities or similar investments in or withdrawing them from
a Securities Depository or when ordering their withdrawal and
delivery from the safekeeping of the Custodian, shall comply
with the requirements of Rule 17f-2(e).
4. EXAMINATION. The Fund shall comply with the requirements of
Rule 17f-2(f) with regard to examinations by an independent
public accountant.
Acknowledged:
Fund Custodian
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