Exhibit A
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:
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
===============================================================================
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OR BOARD OF TRUSTEES, AS THE CASE MAY
BE, OF THE FUND. "ELIGIBLE FOREIGN CUSTODIAN" SHALL HAVE THE MEANING PROVIDED IN
THE RULE. "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.
"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.
"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.
"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.
BNY AS A FOREIGN CUSTODY MANAGER
================================================================================
THE FUND ON BEHALF OF ITS BOARD HEREBY DELEGATES THE RESPONSIBILITIES TO BNY
WITH RESPECT TO EACH SPECIFIED COUNTRY. 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.
RESPONSIBILITIES
================================================================================
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. 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. 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.
REPRESENTATIONS
================================================================================
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.
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.
CONCERNING BNY
================================================================================
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. 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. FOR ITS SERVICES HEREUNDER, THE FUND AGREES TO PAY TO BNY SUCH
COMPENSATION AND OUT-OF-POCKET EXPENSES AS SHALL BE MUTUALLY AGREED. 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.
MISCELLANEOUS
================================================================================
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. 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.
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.
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. 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.
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. 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.
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.
================================================================================
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
(To Be Provided)
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.
Exhibit B
AMENDMENT
AMENDMENT made as of ______________, 2001 to those certain Custody
Agreements between each fund in the Dreyfus Family of Funds listed on Schedule I
hereto (each a "Fund") and The Bank of New York ("Custodian") (each such Custody
Agreement hereinafter referred to as the "Custody Agreement").
W I T N E S S E T H :
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as
amended (the "Rule"), was adopted on June 12, 2000 by the Securities and
Exchange Commission;
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement to
conform with the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows:
================================================================================
THE FOLLOWING NEW ARTICLE IS HEREBY ADDED TO THE CUSTODY AGREEMENT:
FOREIGN DEPOSITORIES
1. As used in this Article, the term "Foreign Depository" shall mean each
Eligible Securities Depository as defined in Rule 17f-7 under the
Investment Company Act of 1940, as amended (the "Rule"), identified to the
Fund from time to time, and their respective successors and nominees.
2. Custodian may assume in connection with any delivery of a Certificate or
any giving of Oral Instructions or Written Instructions, as the case may
be, that the Fund or its investment adviser has determined based upon and
in reliance on information provided by the Custodian that the custody
arrangements of each Foreign Depository provide reasonable safeguards
against the custody risks associated with maintaining assets with such
Foreign Depository within the meaning of the Rule.
3. With respect to each Foreign Depository, Custodian shall exercise
reasonable care, prudence, and diligence such as a person having
responsibilities for the safekeeping of the Fund's assets would exercise
(i) to provide the Fund with a written analysis of the custody risks
associated with maintaining assets with the Foreign Depository, (ii) to
monitor such custody risks on a continuing basis and promptly notify the
Fund in writing of any material change in such risks, and (iii) to notify
the Fund as soon as reasonably possible whenever a Foreign Depository
ceases to be a Foreign Depository so that the Fund may withdraw its assets
as soon as reasonably possible. The Fund acknowledges and agrees that such
analysis and monitoring shall be made on the basis of, and limited by,
information gathered from Subcustodians, trade associations of which
Custodian is a member from time to time, or through publicly available
information otherwise obtained by Custodian, and shall not include any
evaluation of Country Risks. As used herein the term "Country Risks" shall
mean with respect to any Foreign Depository: (a) the financial
infrastructure of the country in which it is organized, but not of any
Foreign Depository to the extent covered by an analysis described in clause
(i) of this Section, (b) such country's prevailing settlement practices,
(c) nationalization, expropriation or other governmental actions, (d) such
country's regulation of the banking or securities industry, (e) currency
controls, restrictions, devaluations or fluctuations, and (f) market
conditions which affect the orderly execution of securities transactions or
affect the value of securities.
================================================================================
THIS AMENDMENT 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 AMENDMENT. FOR EACH FUND ORGANIZED AS A MASSACHUSETTS
BUSINESS TRUST, A COPY OF ITS DECLARATION OF TRUST IS ON FILE WITH THE SECRETARY
OF THE COMMONWEALTH OF MASSACHUSETTS. NOTICE IS HEREBY GIVEN THAT EACH SUCH
INSTRUMENT IS EXECUTED ON BEHALF OF THE TRUSTEES OF EACH SUCH FUND AND NOT
INDIVIDUALLY AND THAT THE OBLIGATIONS OF THIS AGREEMENT ARE NOT BINDING UPON ANY
OF THE TRUSTEES OR SHAREHOLDERS INDIVIDUALLY BUT ARE BINDING ONLY UPON THE
RESPECTIVE FUND. THE PARTIES EXPRESSLY AGREE THAT BNY AND ITS ASSIGNEES AND
AFFILIATES SHALL LOOK SOLELY TO THE RESPECTIVE FUND'S ASSETS AND PROPERTY WITH
RESPECT TO ENFORCEMENT OF ANY CLAIM.
================================================================================
IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment to be
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.
================================================================================
EACH FUND LISTED ON SCHEDULE I HERETO
BY:
----------------------------------
Title:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXX XXXX XX XXX XXXX
BY:
---------------------
Title:
SCHEDULE 1
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.
Exhibit C
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
TABLE OF CONTENTS
SECTION PAGE
DEFINITIONS......................................................................................................20
ARTICLE I - CUSTODY PROVISIONS...................................................................................22
1. Appointment of Custodian................................................................................22
2. Custody of Cash and Securities..........................................................................22
3. Settlement of Fund Transactions.........................................................................26
4. Lending of Securities...................................................................................27
5. Persons Having Access to Assets of the Fund.............................................................27
6. Standard of Care; Limit of Custodial Responsibilities...................................................27
7. Appointment of Subcustodians...........................................................................29
8. Overdraft Facility and Security for Payment.............................................................29
9. Tax Obligations.........................................................................................30
ARTICLE II - FOREIGN CUSTODY MANAGER SERVICES....................................................................31
1. Delegation..............................................................................................31
2. Changes to Appendix B...................................................................................31
3. Reports to Board........................................................................................31
4. Monitoring System.......................................................................................31
5. Standard of Care.......................................................................................31
6. Use of Securities Depositories..........................................................................32
ARTICLE III - INFORMATION SERVICES...............................................................................33
1. Risk Analysis..........................................................................................33
2. Monitoring of Securities Depositories..................................................................33
3. Use of Agents..........................................................................................33
4. Exercise of Reasonable Care............................................................................33
5. Liabilities and Warranties.............................................................................33
ARTICLE IV - GENERAL PROVISIONS..................................................................................34
1. Compensation............................................................................................34
2. Insolvency of Foreign Custodians........................................................................34
3. Liability for Depositories..............................................................................34
4. Damages.................................................................................................34
5. Indemnification; Liability of the Fund..................................................................34
6. Force Majeure...........................................................................................34
7. Termination.............................................................................................35
8. Books and Records.......................................................................................35
9. Miscellaneous..........................................................................................35
APPENDIX A List of Authorized Persons..........................................................................39
APPENDIX B Selected Countries..................................................................................40
APPENDIX C Self Custody Rider..................................................................................41
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
================================================================================
THIS AGREEMENT IS EFFECTIVE AS OF _______________________, 2001, AND IS
BETWEEN DREYFUS INVESTMENT PORTFOLIOS, (the "Fund") a business trust organized
under the laws of the State of Maryland having its principal office and place of
business AT 000 XXXX XXXXXX, XXX XXXX, XXX XXXX 00000, AND MELLON BANK, N.A.,
(the "Custodian"), a national banking association with its principal place of
business at Xxx Xxxxxx Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000.
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 xxxx 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.
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:
Mellon Bank, N.A.
One Mellon Bank Center
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: ____________________________
The Fund:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn. Xxxxxx Xxxxxxxx
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 INVESTMENT PORTFOLIOS
BY:
---------------------------
Name:
Title:
MELLON BANK, N.A.
BY:
---------------------------
Name:
Title:
APPENDIX A
LIST OF AUTHORIZED PERSONS
I, ______________________, the Secretary of ______________________, a
[corporation/business trust] organized under the laws of the [State of
Maryland/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
[List] [TO BE PROVIDED]
"*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
