FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of ______________________, 2001 between each of those
funds in the Dreyfus Family of Funds listed on Schedule 2 hereto, as such
Schedule may be revised from time to time (each a "Fund") and The Bank of New
York ("BNY").
W I T N E S S E T H:
WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on
the terms and conditions contained herein;
WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the
duties set forth herein on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained in this Agreement, the Fund and BNY hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
1. "BOARD" shall mean the board of directors or board of trustees, as the
case may be, of the Fund.
2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the
Rule.
3. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill
the Responsibilities specified in clauses (d) and (e) of Section 1 of Article
III of this Agreement.
4. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY
under the Rule as a Foreign Custody Manager with respect to each Specified
Country and each Eligible Foreign Custodian selected by BNY, as such
responsibilities are more fully described in Article III of this Agreement.
5. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940,
as effective on June 12, 2000, with compliance required no later than July 2,
2001.
6. "SPECIFIED COUNTRY" shall mean each country listed on Schedule I
attached hereto and each country, other than the United States, constituting
the primary market for a security with respect to which the Fund has given, or
may give, settlement instructions to BNY as custodian (the "Custodian") under
its Custody Agreement with the Fund.
ARTICLE II
BNY AS A FOREIGN CUSTODY MANAGER
1. The Fund on behalf of its Board hereby delegates the Responsibilities to
BNY with respect to each Specified Country.
2. BNY accepts the Board's delegation of Responsibilities with respect to
each Specified Country and agrees in performing the Responsibilities as a
Foreign Custody Manager to exercise reasonable care, prudence and diligence
such as a person having responsibility for the safekeeping of the Fund's assets
would exercise.
ARTICLE III
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, BNY shall with respect to
each Specified Country select an Eligible Foreign Custodian. In connection
therewith, BNY shall: (a) determine that assets of the Fund held by such
Eligible Foreign Custodian will be subject to reasonable care, based on the
standards applicable to custodians in the relevant market in which such
Eligible Foreign Custodian operates, after considering all factors relevant to
the safekeeping of such assets, including, without limitation, those contained
in paragraph (c)(1) of the Rule; (b) determine that the Fund's foreign custody
arrangements with each Eligible Foreign Custodian are governed by a written
contract with the Custodian which will provide reasonable care for the Fund's
assets based on the standards specified in paragraph (c)(1) of the Rule; (c)
determine that each contract with an Eligible Foreign Custodian shall include
the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or,
alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F)
provisions, such other provisions as BNY determines will provide, in their
entirety, the same or a greater level of care and protection for the assets of
the Fund as such specified provisions; (d) monitor pursuant to the Monitoring
System and in accordance with paragraph (c)(3)(i) of the Rule the
appropriateness of maintaining the assets of the Fund with a particular
Eligible Foreign Custodian and the performance of the contract governing such
arrangement; and (e) advise the Fund as soon as reasonably possible whenever
BNY determines under the Monitoring System that an arrangement (including any
material change in the contract governing such arrangement) with an Eligible
Foreign Custodian no longer meets the requirements of the Rule.
2. For purposes of clause (d) of preceding Section 1 of this Article, BNY's
determination of appropriateness shall not include, nor be deemed to include,
any evaluation of Country Risks associated with investment in a particular
country. For purposes hereof, "Country Risks" shall mean systemic risks of
holding assets in a particular country including but not limited to (a) an
Eligible Foreign Custodian's use of an Eligible Securities Depository (as
defined in Rule 17f-7 under the Investment Company Act of 1940) or any
depository located outside the United States that acts as or operates a system
or a transnational system for the central handling of securities or any
equivalent book-entries; (b) such country's financial infrastructure; (c) such
country's prevailing custody and settlement practices; (d) nationalization,
expropriation or other governmental actions; (e) such country's regulation of
the banking or securities industry; (f) currency controls, restrictions,
devaluations or fluctuations; and (g) market conditions which affect the
orderly execution of securities transactions or affect the value of securities.
BNY may assume that the Board or the Fund's investment advisor has considered
the Country Risks associated with investment in each Specified Country and will
have considered such risks prior to any settlement instructions being given to
the Custodian with respect to any other specified country.
3. BNY shall provide to the Board quarterly written reports notifying the
Board of the placement of assets of the Fund with a particular Eligible Foreign
Custodian within a Specified Country and of any material change in the
arrangements (including the contract governing such arrangements) with respect
to assets of the Fund with any such Eligible Foreign Custodian.
ARTICLE IV
REPRESENTATIONS
1. The Fund hereby represents that: (a) this Agreement has been duly
authorized, executed and delivered by the Fund, constitutes a valid and legally
binding obligation of the Fund enforceable in accordance with its terms, and no
statute, regulation, rule, order, judgment or contract binding on the Fund
prohibits the Fund's execution or performance of this Agreement; and (b) this
Agreement has been approved and ratified by the Board at a meeting duly called
and at which a quorum was at all times present.
2. BNY hereby represents that: (a) BNY is duly organized and existing under
the laws of the State of New York, with full power to carry on its businesses
as now conducted, and to enter into this Agreement and to perform its
obligations hereunder; (b) this Agreement has been duly authorized, executed
and delivered by BNY, constitutes a valid and legally binding obligation of BNY
enforceable in accordance with its terms, and no statute, regulation, rule,
order, judgment or contract binding on BNY prohibits BNY's execution or
performance of this Agreement; (c) BNY has established and will maintain the
Monitoring System; and (d) BNY is a U.S. Bank as defined in paragraph (a) (7)
of the Rule.
ARTICLE V
CONCERNING BNY
1. BNY shall not be liable for any costs, expenses, damages, liabilities or
claims, including attorneys' and accountants' fees, sustained or incurred by,
or asserted against, the Fund except to the extent the same arises out of the
failure of BNY to exercise the care, prudence and diligence required by Section
2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board,
or any third party for special, indirect or consequential damages, or for lost
profits or loss of business, arising in connection with this Agreement. The
foregoing provisions of this Section 1 shall not in any way modify or supersede
BNY's obligations to hold harmless and indemnify the Fund in accordance with
Article XV, paragraph 7 of the Custody Agreement.
2. The Fund shall indemnify BNY and hold it harmless from and against any
and all costs, expenses, damages, liabilities or claims, including attorneys'
and accountants' fees, sustained or incurred by, or asserted against, BNY by
reason or as a result of any action or inaction, or arising out of BNY's
performance hereunder, provided that the Fund shall not indemnify BNY to the
extent any such costs, expenses, damages, liabilities or claims arises out of
BNY's failure to exercise the reasonable care, prudence and diligence required
by Section 2 of Article II hereof, nor shall the Fund be liable to BNY or any
third party for special, indirect or consequential damages, or for lost profits
or loss of business, arising in connection with this Agreement. The foregoing
provisions of this Section 2 shall not in any way modify or supersede BNY's
obligations to hold harmless and indemnify the Fund in accordance with Article
XV, paragraph 7 of the Custody Agreement.
3. For its services hereunder, the Fund agrees to pay to BNY such
compensation and out-of-pocket expenses as shall be mutually agreed.
4. BNY shall have only such duties as are expressly set forth herein. In no
event shall BNY be liable for any Country Risks associated with investments in
a particular country.
ARTICLE VI
MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the Fund and BNY
with respect to BNY's rights and responsibilities as the Fund's foreign custody
manager, and no provision in the Custody Agreement between the Fund and the
Custodian shall affect the duties and obligations of BNY hereunder, nor shall
any provision in this Agreement affect the duties or obligations of the
Custodian under the Custody Agreement. By way of example only, this Agreement
does not in any way modify or supersede BNY's obligation to hold harmless and
indemnify the Fund in accordance with Article XV, paragraph 7 of the Custody
Agreement.
2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to BNY, shall be sufficiently given if received by
it at its offices at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
or at such other place as BNY may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if received
by it at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000 or at such other
place as the Fund may from time to time designate in writing.
4. In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by
a written agreement executed by both parties. 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
either party without the written consent of the other.
5. This Agreement shall be construed in accordance with the substantive
laws of the State of New York, without regard to conflicts of laws principles
thereof. The Fund and BNY hereby consent to the jurisdiction of a state or
federal court situated in New York City, New York in connection with any
dispute arising hereunder. The Fund and BNY each hereby irrevocably waives, to
the fullest extent permitted by applicable law, any objection which it may now
or hereafter have to the laying of venue of any such proceeding brought in such
a court and any claim that such proceeding brought in such a court has been
brought in an inconvenient forum. The Fund and BNY each hereby irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to this Agreement.
6. The parties hereto agree that in performing hereunder, BNY is acting
solely on behalf of the Fund and no contractual or service relationship shall
be deemed to be established hereby between BNY and any other person by reason
of this Agreement.
7. 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.
8. This Agreement shall terminate simultaneously with the termination of
the Custody Agreement between the Fund and the Custodian, and may otherwise be
terminated by either party giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than two
hundred seventy (270) days after the date of such notice.
9. The obligations of the Fund hereunder shall be binding only upon the
assets and property of the Fund and shall not be binding upon this assets or
property or any board member, officer or shareholder of the Fund individually.
IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the
date first above written.
EACH FUND LISTED ON SCHEDULE 2 HERETO
By: __________________________
Title:
THE BANK OF NEW YORK
By: _____________________________
Title:
Schedule 1
Specified Countries
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COUNTRY/ COUNTRY/
MARKET SUBCUSTODIAN(S) MARKET SUBCUSTODIAN(S)
ARGENTINA Banco Rio de la Plata LITHUANIA Vilniaus Bankas
AUSTRALIA National Australia Bank LUXEMBOURG Banque et Caisse d'Epargne
Ltd. de l'Etat
AUSTRIA Bank Austria AG MALAYSIA HongKong Bank Malaysia
Berhad
BAHRAIN HSBC Bank Middle East MALI Societe Generale de
Banques en Cote d'Ivoire
BANGLADESH Standard Chartered Bank MALTA HSBC Bank Malta p.l.c.
BELGIUM Banque Bruxelles Xxxxxxx MAURITIUS HSBC
BENIN Societe Generale de MEXICO Banco Nacional de Mexico
Banques en Cote d'Ivoire
BERMUDA Bank of Bermuda Limited MOROCCO Banque Commerciale du Maroc
BOLIVIA Citibank, N.A. NAMIBIA Stanbic Bank Namibia
Limited
BOTSWANA Barclays Bank of Botswana NETHERLANDS Fortis Bank (Nederland)
Ltd. N.V.
BRAZIL BankBoston, N.A. NEW ZEALAND National Australia Bank
Ltd. (National Nominees
Ltd.)
BULGARIA ING Bank NIGER Societe Generale de
Banques en Cote d'Ivoire
BURKINA FASO Societe Generale de NIGERIA Stanbic Merchant Bank
Banques en Cote d'Ivoire Nigeria Limited
CANADA Royal Bank of Canada NORWAY Den norske Bank ASA
CHILE BankBoston, N.A. OMAN HSBC Bank Middle East
CHINA Standard Chartered Bank PAKISTAN Standard Chartered Bank
COLOMBIA Cititrust Colombia S.A. PALESTINIAN HSBC Bank Middle East
AUTONOMOUS
AREA
COSTA RICA Banco BCT PANAMA BankBoston, N.A.
CROATIA Privredna Banka Zagreb d.d. PERU Citibank, N.A.
CYPRUS Bank of Cyprus PHILIPPINES HSBC
CZECH REPUBLIC Ceskoslovenska Obchodni POLAND Bank Handlowy W Warszawie
Banka A.S. S.A.
DENMARK Den Danske Bank PORTUGAL Banco Comercial Portugues
EASDAQ Banque Bruxelles Xxxxxxx QATAR HSBC Bank Middle East
ECUADOR Citibank, N.A. ROMANIA ING Bank
EGYPT Citibank, N.A. RUSSIA Vneshtorgbank (Min Fin
Bonds only)/
Credit Suisse First Boston
AO
ESTONIA Hansabank Limited SENEGAL Societe Generale de
Banques en Cote d'Ivoire
EUROMARKET Clearstream SINGAPORE United Overseas Bank
Limited/
The Development Bank of
Singapore Ltd.
EUROMARKET Euroclear SLOVAK Ceskoslovenska Obchodni
REPUBLIC Banka, a.s.
FINLAND Xxxxxx Bank plc SLOVENIA Bank Austria Creditanstalt
d.d. Ljubljana
FRANCE BNP Paribas / Credit SOUTH AFRICA Societe Generale,
Agricole Indosuez Johannesburg /
The Standard Bank of South
Africa Limited
GERMANY Dresdner Bank AG SOUTH KOREA Standard Chartered Bank
GHANA Barclays Bank of Ghana Ltd. SPAIN Banco Bilbao Vizcaya
Argentaria S.A. (BBVA) /
Banco Santander Central
Hispano (BSCH)
GREECE BNP Paribas SRI LANKA Standard Chartered Bank
GUINEA BISSAU Societe Generale de SWAZILAND Standard Bank Swaziland
Banques en Cote d'Ivoire Limited
HONG KONG HSBC SWEDEN Skandinaviska Enskilda
Banken
HUNGARY Citibank Budapest Rt. SWITZERLAND Credit Suisse First Boston
ICELAND Landsbanki Islands TAIWAN HSBC
INDIA HSBC / Deutsche Bank AG THAILAND Standard Chartered Bank/
Bangkok Bank Public
Company Limited
INDONESIA HSBC TOGO Societe Generale de
Banques en Cote d'Ivoire
IRELAND Allied Irish Banks, plc TRINIDAD & Republic Bank Limited
TOBAGO
ISRAEL Bank Leumi LE - Israel B.M. TUNISIA Banque Internationale
Arabe de Tunisie
ITALY Banca Commerciale Italiana TURKEY Osmanli Bankasi A.S.
/ BNP Paribas (Ottoman Bank)
IVORY COAST Societe Generale - Abidjan UNITED ARAB HSBC Bank Middle fEast,
EMIRATES Dubai
JAMAICA CIBC Trust & Merchant Bank UKRAINE ING Bank
Jamaica Ltd.
JAPAN The Bank of UNITED KINGDOM The Bank of New York /
Tokyo-Mitsubishi Limited/ The Depository & Clearing
The Fuji Bank, Limited Centre (DCC)
JORDAN HSBC Bank Middle East UNITED STATES The Bank of New York
KAZAKHSTAN ABN/AMRO URUGUAY BankBoston, N.A.
KENYA Barclays Bank of Kenya Ltd. VENEZUELA Citibank, N.A.
LATVIA Hansabanka Limited ZAMBIA Barclays Bank of Zambia
Ltd.
LEBANON HSBC Bank Middle East ZIMBABWE Barclays Bank of Zimbabwe
Ltd.
--------------------------------------------------------------------------------
As of 3-27-01
SCHEDULE 2
DREYFUS BASIC MONEY MARKET FUND, INC.
DREYFUS BASIC MUNICIPAL FUND, INC.
DREYFUS BASIC MUNICIPAL MONEY MARKET PORTFOLIO
DREYFUS BASIC INTERMEDIATE MUNICIPAL BOND PORTFOLIO
DREYFUS BASIC MUNICIPAL BOND PORTFOLIO
DREYFUS BASIC NEW JERSEY MUNICIPAL MONEY MARKET PORTFOLIO
DREYFUS BASIC U.S. GOVERNMENT MONEY MARKET FUND
DREYFUS CALIFORNIA INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS CALIFORNIA TAX EXEMPT BOND FUND, INC.
DREYFUS CALIFORNIA TAX EXEMPT MONEY MARKET FUND
DREYFUS CASH MANAGEMENT
DREYFUS CASH MANAGEMENT PLUS, INC.
DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS CONNECTICUT MUNICIPAL MONEY MARKET FUND, INC.
DREYFUS FLORIDA INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS FLORIDA MUNICIPAL MONEY MARKET FUND
DREYFUS GLOBAL GROWTH FUND
DREYFUS GOVERNMENT CASH MANAGEMENT FUNDS
DREYFUS GOVERNMENT CASH MANAGEMENT
DREYFUS GOVERNMENT PRIME CASH MANAGEMENT
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS INTERNATIONAL VALUE FUND
DREYFUS INSTITUTIONAL MONEY MARKET FUND
GOVERNMENT SECURITIES SERIES
MONEY MARKET SERIES
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
DREYFUS INSTITUTIONAL PREFERRED PLUS MONEY MARKET FUND
DREYFUS INSURED MUNICIPAL BOND FUND, INC.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
DREYFUS INTERNATIONAL FUNDS, INC.
DREYFUS EMERGING MARKETS FUND
DREYFUS INTERNATIONAL GROWTH FUND
DREYFUS INVESTMENT PORTFOLIOS
EMERGING MARKETS PORTFOLIO
EUROPEAN EQUITY PORTFOLIO
FOUNDERS INTERNATIONAL EQUITY PORTFOLIO
FOUNDERS PASSPORT PORTFOLIO
JAPAN PORTFOLIO
DREYFUS LIQUID ASSETS, INC.
DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS MASSACHUSETTS MUNICIPAL MONEY MARKET FUND
DREYFUS MASSACHUSETTS TAX EXEMPT BOND FUND
DREYFUS MONEY MARKET INSTRUMENTS, INC.
GOVERNMENT SECURITIES SERIES
MONEY MARKET SERIES
DREYFUS MUNICIPAL BOND FUND, INC.
DREYFUS MUNICIPAL CASH MANAGEMENT PLUS
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
DREYFUS NEW JERSEY INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS NEW JERSEY MUNICIPAL BOND FUND, INC.
DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND, INC.
DREYFUS
NEW YORK MUNICIPAL CASH MANAGEMENT
DREYFUS
NEW YORK TAX EXEMPT BOND FUND, INC.
DREYFUS NEW YORK TAX EXEMPT INTERMEDIATE BOND FUND
DREYFUS NEW YORK TAX EXEMPT MONEY MARKET FUND
DREYFUS PENNSYLVANIA INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS PENNSYLVANIA MUNICIPAL MONEY MARKET FUND
DREYFUS PREMIER CALIFORNIA MUNICIPAL BOND FUND
DREYFUS PREMIER EQUITY FUNDS, INC.
DREYFUS PREMIER EMERGING MARKETS FUND
DREYFUS PREMIER INTERNATIONAL FUNDS, INC.
DREYFUS PREMIER EUROPEAN EQUITY FUND
DREYFUS PREMIER GREATER CHINA FUND
DREYFUS PREMIER INTERNATIONAL GROWTH FUND
DREYFUS PREMIER JAPAN FUND
DREYFUS PREMIER MUNICIPAL BOND FUND
DREYFUS PREMIER NEW YORK MUNICIPAL BOND FUND
DREYFUS PREMIER STATE MUNICIPAL BOND FUND
CONNECTICUT SERIES
FLORIDA SERIES
MARYLAND SERIES
MASSACHUSETTS SERIES
MICHIGAN SERIES
MINNESOTA SERIES
NEW JERSEY SERIES
NORTH CAROLINA SERIES
OHIO SERIES
PENNSYLVANIA SERIES
TEXAS SERIES
VIRGINIA SERIES
DREYFUS PREMIER VALUE EQUITY FUNDS
DREYFUS PREMIER INTERNATIONAL VALUE FUND
DREYFUS PREMIER WORLDWIDE GROWTH FUND, INC.
DREYFUS SHORT-INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS TAX EXEMPT CASH MANAGEMENT
DREYFUS TREASURY CASH MANAGEMENT
DREYFUS TREASURY PRIME CASH MANAGEMENT
DREYFUS 100% U.S. TREASURY MONEY MARKET FUND
DREYFUS VARIABLE INVESTMENT FUND
INTERNATIONAL EQUITY PORTFOLIO
INTERNATIONAL VALUE PORTFOLIO
MONEY MARKET PORTFOLIO
SPECIAL VALUE PORTFOLIO
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
GENERAL CALIFORNIA MUNICIPAL BOND FUND, INC.
GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUNDS, INC.
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND
GENERAL TREASURY PRIME MONEY MARKET FUND
GENERAL MONEY MARKET FUND, INC.
GENERAL MUNICIPAL BOND FUND, INC.
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.
GENERAL MUNICIPAL MONEY MARKET FUND
GENERAL NEW YORK MUNICIPAL BOND FUND, INC.
