AMENDMENT TO SUB-CUSTODIAN AGREEMENT
Reference is made to the Sub-Custodian Agreements
among First Interstate Bank of California ("FIB"), The Bank of
New York, and each of the Dreyfus-affiliated mutual funds listed
in Appendices A, B and C hereto.
WITNESSETH:
That in consideration of the mutual agreements and
covenants herein contained, the parties hereto agree as follows:
1. The Sub-Custodian Agreements are each hereby
amended as follows:
(a) Paragraphs 2 and 3 of Article IV thereof are
hereby amended deleted in their entirety and replaced by:
"2. FIB shall accept written instructions directing
the redemption of shares of the Fund (a) from an authorized
person of Dreyfus Service Corporation ("Service"), the
distributor of shares of the Fund and its principal underwriter,
and (b) from the Fund's transfer agent, The Shareholder Services
Group, Inc. ("TSSG"), but only if in each case such written
instructions are received by FIB prior to its regular close of
business and specify: (a) the name of the registered owner of
the shares to be redeemed, (b) the dollar value of shares to be
redeemed, or that all the shares in the account are to be
redeemed, and (c) the name, address, and institutional account
number to which payment for such shares is to be wired.
3. Federal Funds in an amount equal to the dollar
value of shares specified in written instructions received
pursuant to the preceding paragraph shall be wired to the
institutional account number specified in such written
instructions as follows:
(a) On the same day such written instructions
were received by FIB provided such written instructions were
received by FIB prior to 1:00 p.m., Pacific Coast Time, or
(b) In all other cases on the immediately
succeeding business day prior to 12:00 p.m., Pacific Coast
Time."
(b) A new Paragraph 5 is hereby added to Article IV,
such paragraph to read in its entirety as follows:
"5. FIB's duties and obligations pursuant to this
Article shall be governed by, and subject to, the applicable
provisions of Article 4A of the Uniform Commercial Code--Funds
Transfers. Subject to the following sentence and the
availability of sufficient funds to effect a wire transfer, wire
instructions transmitted to FIB in proper form hereunder shall
be deemed accepted by FIB upon receipt. All such instructions
shall be subject to such commercially reasonable security
procedures as may be mutually agreed upon by the Fund, FIB and
TSSG in order to both ensure the authenticity of such
instructions as well as to detect and protect against erroneous
instructions."
(c) Paragraph 6 of Article IX (Appendix A Funds),
Paragraph 7 of Article VIII (Appendix B Funds), or Paragraph 6
of Article VIII (Appendix C Funds) thereof is each respectively
hereby deleted in its entirety and replaced by:
"6.[7.] The term `written instructions' shall mean
written communications by telecopier, electronic transmission,
or any other such system whereby the receiver of such
communications is able to verify by codes or otherwise with a
reasonable degree of certainty the authenticity of the sender of
such communication."
2. Except as amended hereby, the Sub-Custodian
Agreements shall remain in full force and effect in accordance
with their terms.
3. This Amendment shall become effective as of the
date hereof upon execution by the parties hereto, and thereafter
any reference to the Sub-Custodian Agreements shall be a
reference to the Sub-Custodian Agreements as amended hereby.
IN WITNESS HEREOF, the parties hereto have executed
this Amendment as of the 14th day of September, 1993.
_____________________________________
Xxxxxxx X. Xxxxxxx, as Vice President
--Financial of each Fund listed in
Appendices A, B and C hereto
THE BANK OF NEW YORK
By:__________________________________
Title:_______________________________
FIRST INTERSTATE BANK OF CALIFORNIA
By:__________________________________
Title:_______________________________
By:__________________________________
Title:_______________________________
APPENDIX A
Fund Name DDA Account No.
General Money Market Fund, Inc. 250039500
Dreyfus Cash Management 250239575
Dreyfus Government Cash Management 250739600
Dreyfus Treasury Cash Management 250339650
Dreyfus Cash Management Plus, Inc. 250939675
Dreyfus Treasury Prime Cash Management 250339700
General Government Securities Money
Market Fund, Inc. 250939725
APPENDIX B
Fund Name DDA Account No.
Dreyfus Money Market Instruments, Inc.
--Government Securities Series 250439400
Dreyfus Money Market Instruments, Inc.
--Money Market Series 250439350
APPENDIX C
Fund Name DDA Account No.
Dreyfus Institutional Money Market Fund
--Money Market Series 250639475
Dreyfus Institutional Money Market Fund
--Government Securities Series 250039450
SUB-CUSTODIAN AGREEMENT
SUB-CUSTODIAN AGREEMENT, made as of this 11th day of
June, 1986, among FIRST INTERSTATE BANK OF CALIFORNIA, a
corporation organized and existing under the laws of the State
of California, having its principal office and place of business
at 000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx (hereinafter
called "FIB"), THE BANK OF NEW YORK, a corporation organized and
existing under the laws of the State of New York, having its
principal office and place of business at 00 Xxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx (hereinafter called the "Custodian"), and DREYFUS
GOVERNMENT CASH MANAGEMENT, a Massachusetts business trust
registered as an investment company under the Investment Company
Act of 1940, as amended, having its principal office and place
of business at 000 Xxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxx
(hereinafter called the "Fund").
W I T N E S S E T H
WHEREAS, the Custodian has been appointed and acts as
the custodian of the securities and cash of the Fund;
WHEREAS, the Fund desires to provide additional
opportunities for investors to purchase shares of beneficial
interest of the Fund and accrue dividends on the date of
purchase;
WHEREAS, the Fund desires the Custodian to appoint FIB
as its sub-custodian in order to provide such opportunities;
WHEREAS, the Custodian agrees to appoint FIB as its
sub-custodian to receive and hold a portion of the securities
and moneys owned from time to time by the Fund and to perform
other services as provided herein; and
WHEREAS, FIB agrees to act as sub-custodian as herein
set forth;
NOW, THEREFORE, the Custodian, FIB, and the Fund, on
behalf of themselves and their respective successors and
assigns, hereby agree as follows:
I.
APPOINTMENT OF SUB-CUSTODIAN
1. The Custodian hereby constitutes and appoints FIB
as sub-custodian of such securities and moneys as may from time
to time be received by FIB in connection with sales of shares of
the Fund, delivered to FIB by the Custodian, received by FIB in
connection with the purchase or sale of securities by the Fund,
or received with respect to securities of the Fund held by FIB
hereunder.
2. FIB hereby accepts appointment as such sub-
custodian and agrees to perform the duties thereof as
hereinafter set forth.
II.
CUSTODY OF CASH AND SECURITIES
1. The Custodian will deliver or cause to be
delivered to FIB from time to time certain of the securities and
monies owned by the Fund. FIB will not be responsible for such
Securities and such monies or for any other monies or securities
to be held hereunder until actually received by it. The
Custodian shall instruct FIB from time to time in its sole
discretion, by means of a certificate, notice or written
instruction signed in the Custodian's name by an officer thereof
as to the manner in which and in what amounts such securities
and moneys are to be deposited on behalf of the Fund in the
Book-Entry System (such term as used throughout this
Sub-custodian Agreement being defined in Article VIII) and,
specifically allocated on the books of FIB to the separate
account for the Fund provided, however, that in connection with
the purchase or sale of securities the Fund shall instruct FIB
by means of the oral instructions of an authorized person (such
term as used throughout this Subcustodian Agreement being
defined in Article VIII) as to the manner in which and in what
amount such securities and moneys are to be deposited on behalf
of the Fund in the Book-Entry System; and provided further,
however, that prior to any deposit of securities of the Fund in
the Book-Entry System, including a deposit in connection with
the settlement of a purchase or sale, FIB shall have received a
certified resolution of the Fund's Board of Trustees
specifically approving, authorizing and instructing FIB on a
continuous and on-going basis to deposit in the Book-Entry
System all securities eligible for deposit therein and to
utilize the Book-Entry System to the extent possible in
connection with its performance hereunder. Securities and
moneys of the Fund deposited in the Book-Entry System will be
represented in accounts which include only assets held by FIB
for customers, including but not limited to accounts in which
FIB acts in a fiduciary or representative capacity.
2. FIB shall establish and maintain a separate
account in the name of the Fund and credit thereto all moneys
received for the account of the Fund. Moneys credited to the
separate account for the Fund shall be disbursed by FIB only:
(a) In payment for Securities purchased for the
Fund, as provided in Article III hereof;
(b) In payment for the redemption of shares of
the Fund, as provided in Article IV hereof; or
(c) Pursuant to certificates, notices or Written
Instructions of the Custodian, signed in its name by an officer,
setting forth the name and address of the person to whom payment
is to be made (which may be the Custodian), the amount to be
paid, and the purpose for which payment is to be made.
3. On each business day FIB shall furnish the
Custodian with a written statement (i) summarizing all
transactions and entries for the account of the Fund effected
the immediately preceding business day, and (ii) confirming any
purchase or sale of securities on such preceding business day.
At least monthly and from time to time FIB shall render to the
Custodian a de-tailed statement of the securities and monies
held for the fund under this Agreement. In connection with any
purchase or sale of securities, FIB shall by book-entry or
otherwise identify as belonging to the Fund a quantity of
Securities in a fungible bulk of securities registered in the
name of FIB (or its nominee) or shown on FIB's account on the
books of the Book-Entry System.
4. All securities held by FIB for the Fund, which
are issued or issuable only in bearer form, except such
securities as are held in the Book-Entry System, shall be held
by FIB in that form; all other securities held for the Fund may
be registered in the name of the Fund, in the name of any duly
appointed registered nominee of FIB, as FIB may from time to
time determine, or in the name of the Book-Entry System or its
nominee or nominees. The Custodian agrees to furnish to FIB
appropriate instruments to enable FIB to hold or deliver in
proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System any
securities which may be held for the Fund and which may from
time to time be registered in the name of the Fund. FIB shall
hold all such securities which are specifically allocated to the
Fund and not held in the Book-Entry System in a separate account
in the name of the Fund physically segregated at all times from
those of any other person or persons.
5. Unless otherwise instructed to the contrary by a
certificate signed in the name of the Custodian by an officer,
FIB by itself or through the use of the Book-Entry System shall
with respect to all securities held for the Fund in accordance
with this Agreement:
(a) Collect all income due or payable;
(b) Present for payment and collect the amount
payable upon all securities which may mature or be called,
redeemed, or retired, or otherwise become payable;
(c) Surrender securities in temporary form for
definitive securities;
(d) Execute, as sub-custodian, any necessary
declarations or certificates of ownership under the Federal
income tax laws or the laws or regulations of any other taxing
authority now or hereafter in effect; and
(e) Receive and hold directly or through the
Book-Entry System hereunder for the account of the Fund all
stock dividends, rights and similar securities issued with
respect to any securities held by FIB hereunder.
6. Upon receipt of a certificate signed in the name
of the Custodian by an officer, and not otherwise, FIB directly
or through the use of the Book-Entry System or the Depository
shall:
(a) Execute and deliver to such person as may be
designated in such certificate proxies, consents,
authorizations, and any other instruments whereby the authority
of the Fund as the beneficiary owner of any securities may be
exercised;
(b) Deliver 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, and receive and hold
hereunder any cash or other securities received in exchange;
(c) Deliver any securities held for the Fund to
any protective committee, reorganization committee or other
person in connection with the reorganization, refinancing,
merger, consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposits, interim receipts or
other instruments or documents as may be issued to evidence such
delivery;
(d) Make such transfers or exchanges of the
assets of the Fund, and take such other steps as shall be stated
in said certificate to be for the purpose of effectuating any
duly authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund; and
(e) Deliver any securities held for the Fund to
the Custodian.
III.
PURCHASE AND SALE OF INVESTMENTS OF THE FUND
1. Promptly after each purchase of securities by the
Fund for which the Fund intends FIB to act as sub-custodian, an
authorized person of the Fund shall, prior to 1:00 pm., Pacific
Coast Time, give oral instructions to FIB specifying with
respect to each such purchase: (a) the name of the issuer and
title of the securities, (b) the number of shares or the
principal amount purchased and accrued interest, if any, (c) the
date of purchase and settlement, (d) the purchase price per
unit, (e) the total amount payable upon such purchase, (f) the
name of the person from whom or the broker through whom the
purchase was made, (g) whether such purchase is to be settled
through the Book-Entry System, and (h) whether the securities
purchased are to be deposited in the Book-Entry System. FIB
shall upon receipt of securities purchased by or for the Fund
pay out of the moneys held for the account the total amount
payable upon such purchase, provided that the same conforms to
the total amount payable specified in the oral instructions.
Purchases directed to be placed by FIB shall be made through its
Bond Department.
2. Promptly after each sale of Securities held by
FIB as sub-custodian for the Fund, an authorized person of the
Fund shall, prior to 1:00 p.m., Pacific Coast Time, give oral
instructions to FIB specifying with respect to each such sale;
(a) the name of the issuer and title of the securities, (b) the
number of shares or the principal amount sold, and accrued
interest, if any, (c) the dates of sale and settlement, (d) the
sale price per unit, (e) the total amount payable to the Fund
upon such sale, (f) the name of the person to whom or the broker
through whom the sale was made, and (g) whether such sale is to
be settled through the Book-Entry System. FIB shall deliver the
securities upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the total
amount payable as specified in such oral instructions. Subject
to the foregoing, FIB shall accept payment in Federal Funds or
in such other form, if any, as may be specified in such oral
instructions, and may deliver Securities and arrange for payment
in accordance with the customs prevailing among dealers in
securities. Sales directed to be purchased by FIB shall be made
through its Bond Department.
IV.
SALE AND REDEMPTION OF SHARES OF BENEFICIAL INTEREST
1. FIB shall accept Federal Funds wired to it by an
investor for the purchase of shares of the Fund if, but only if,
such wire is received by FIB prior to 4:00 p.m., Pacific Coast
Time, and specifies: (a) the name in which such shares are to
be registered and (b) the account number of such registered
owner, if previously assigned, or the address of such registered
owner if no account number has been previously assigned. FIB
shall credit Federal Funds accepted in accordance with this
paragraph prior to 12:00 noon, Pacific Coast Time, to the
separate account maintained in the name of the Fund. Funds
accepted on or after 12:00 noon, Pacific Coast Time, will be
credited to the Fund's designated demand deposit account and
will be credited to a separate account in the name of the Fund
on the next business day prior to 12:00 noon, Pacific Coast
Time. If so requested by the investor, FIB will by telephone or
return wire confirm the receipt of Federal Funds to the
investor.
2. FIB shall accept written instructions given on
behalf of the Dreyfus Service Corporation ("Service"), the
distributor of shares of the Fund and its principal underwriter,
by an authorized person directing the redemption of shares of
the Fund if, but only if, such written instructions are received
by FIB prior to its regular close of business and specify: (a)
the name of the registered owner of the shares to be redeemed,
(b) the dollar value of shares to be redeemed, or that all the
shares in the account are to be redeemed, and (c) the name,
address, and institutional account number to which payment for
such shares is to be wired.
3. Federal Funds in an amount equal to the dollar
value of shares specified in written instructions received
pursuant to the preceding paragraph shall be wired to the
institutional account number specified in such written
instructions as follows:
(a) On the same day such written instructions
were received by FIB provided such written instructions were
received by FIB prior to 12:00 noon, Pacific Coast Time, or
(b) In all other cases on the immediately
succeeding business day prior to 12:00 noon, Pacific Coast Time.
4. Except to the extent provided in this Article,
FIB shall not be obligated or authorized to act, and shall not
act, in response to any request or instructions for the purchase
or redemption of shares of the Fund.
V.
DAILY REPORTS BY SUB-CUSTODIAN
1. Between 8:15 a.m. and 1:00 p.m., Pacific Coast
Time, or as soon as possible thereafter on each business day FIB
shall by telecopier or other similar device:
(a) Transmit to the Custodian copies of all
wires received by FIB from investors and written instructions
received by FIB from Service before 12:00 noon, Pacific Coast
Time, on such day in connection with the purchase or sale of
shares of the Fund after indicating thereon the date and Pacific
Coast Time of receipt, and
(b) Advise the Custodian of (i) the aggregate
dollar amount of Federal Funds wired to and accepted by FIB
prior to 12:00 noon, Pacific Coast Time, on such day, (ii) the
aggregate dollar amount of Federal Funds wired or to be wired by
FIB to investors on such business day in accordance with the
written instructions of Service directing the redemption of
shares of the Fund received prior to 12:00 noon, Pacific Coast
Time, on such day, and, (iii) the aggregate dollar amount of
Federal Funds wired to and accepted by FIB subsequent to 12:00
noon, Pacific Coast Time, on the immediately preceding business
day.
2. Between 12:00 noon and 12:30 p.m., Pacific Coast
Time, on each business day FIB shall orally advise the Fund of:
(i) the aggregate dollar amount of Federal Funds wired to and
accepted by FIB prior to 12:00 noon, Pacific Coast Time, on such
day, and (ii) the aggregate dollar amount of Federal Funds wired
or to be wired to investors on such business day by FIB in
connection with the redemption of shares of the Fund in
accordance with the provisions of Article IV.
3. Between 1:00 p.m. and 1:30 p.m., Pacific Coast
Time, on each business day FIB shall by means of a telecopier or
other similar device:
(a) Confirm to the Custodian each purchase of
securities by the Fund settled by FIB on such day for which FIB
is acting as sub-custodian, specifying (i) the name of the
issuer and title of the securities, (ii) the number of shares or
the principal amount purchased and accrued interest, if any,
(iii) the purchase price per unit, and (iv) the total amount
paid upon such purchase; and
(b) Confirm to the Custodian each sale by the
Fund of securities settled by FIB as sub-custodian specifying
(i) the name of the issuer and the title of the securities, (ii)
the number of shares or the principal amount sold, and accrued
interest, if any, (iii) the sale price per unit, and (iv) the
total amount paid to FIB upon such sale.
4. Between 8:15 am. and 1:00 p.m., Pacific Coast
Time, on each business day FIB shall by telecopier or other
similar device transmit to the Custodian, after indicating
thereon the date and Pacific Coast Time of receipt, copies of
(i) wires received by FIB from investors subsequent to 12:00
noon, Pacific Coast Time, on the immediately preceding business
day and (ii) written instructions received by FIB from Service
subsequent to 12:00 noon, Pacific Coast Time, on the immediately
preceding business day in connection with the purchase or sale
of shares of the Fund.
VI.
OVERDRAFTS OR INDEBTEDNESS
1. If FIB should in its sole discretion advance
funds on behalf of the Fund which results in an overdraft
because the moneys held by FIB in a separate account in the name
of the Fund shall be insufficient to pay the total amount
payable upon purchase of securities as set forth in Oral
Instructions issued pursuant to Article III or which results in
an overdraft in the account for some other reasons, or if the
Fund is for any other reason indebted to FIB, such overdraft or
indebtedness shall be deemed to be a loan made by FIB to the
Fund payable on demand and shall bear interest from the date
incurred at a rate per annum (based on a 360-day year for the
actual number of days involved) equal to 1/2% over FIB's prime
commercial lending rate in effect from time to time, such rate
to be adjusted on the effective date of any change in such prime
commercial lending rate but in no event to be less than 6% per
annum. Any such overdraft or indebtedness shall be reduced by
an amount equal to the total of all amounts due the separate
account in the name of the Fund which have not been collected by
FIB on behalf of such separate account when due because of the
failure of FIB to make a timely demand or presentation for
payment. In addition thereto the Fund hereby agrees that FIB
shall have a continuing lien and security interest in and to any
property at any time held by it for the benefit of the Fund or
in which the Fund may have an interest which is then in FIB's
possession or control or in possession or control of any third
party acting in FIB's behalf. The Fund authorizes FIB, in its
sole discretion, at any time to charge any such overdraft or
indebtedness together with interest due thereon against any
balance of account standing to the Fund's credit on FIB's books.
VII.
CONCERNING THE CUSTODIAN AND SUB-CUSTODIAN
1. The Custodian, its successors and assigns, shall
at all times fully indemnify and save harmless FIB, its
successors and assigns, from any and all liability whatsoever
which may arise in connection with this Agreement, except for
any liability arising out of the negligence, bad faith or
willful misconduct of FIB or its agents, officers, servants or
employees. Except as hereinafter provided, FIB, its successors
and assigns, shall at all times fully indemnify and save
harmless the Custodian, its successors and assigns, from any
liability arising out of the negligence, bad faith or willful
misconduct of FIB or its agents, officers, servants, or
employees. FIB may, with respect to questions of law, apply for
and obtain the advice and opinion of counsel to the Custodian or
of its own counsel, initially at the expense of the Custodian,
and shall be fully protected with respect to anything done or
omitted by it in good faith in conformity with such advice or
opinion. FIB shall be liable to the Custodian for any loss or
damage resulting from the use of the Book-Entry System arising
by reason of any negligence, misfeasance or misconduct on the
part of FIB or any of its employees or agents.
2. Without limiting the generality of the foregoing,
FIB shall be under no obligation to inquire into, and shall not
be liable for:
(a) The validity of the issue of any securities
purchased by or for the Fund, the legality of the purchase
thereof, or the propriety of the amount paid therefor;
(b) The legality of the sale of any securities
by or for the Fund, or the propriety of the amount for which the
same are sold;
(c) The legality of the issue or sale of any
shares of the Fund, or the sufficiency of the amount to be
received therefor; or
(d) The legality of the redemption of any shares
of the Fund, or the propriety of the amount to be paid therefor.
3. FIB shall not be liable for, or considered to be
the sub-custodian of, any money, whether or not represented by
check, draft, or other instrument for the payment of money,
until FIB actually receives and collects such money directly or
by the final crediting of the account representing the Fund's
interest at the Book-Entry System.
4. FIB shall not be under any duty or obligation 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 (i) it shall be directed to take such action by a
certificate signed in the name of the Custodian by any officer,
and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
5. FIB shall not be under any duty or obligation to
ascertain whether any securities at any time delivered to or
held by it for the account of the Fund are such as may properly
be held by the Fund under the provisions of its Declaration of
Trust.
6. FIB shall be entitled to receive and the
Custodian agrees to pay to FIB, such compensation and expenses
as may be agreed upon from time to time between FIB and the
Custodian. The Fund agrees to reimburse the Custodian for
compensation hereunder paid to, and expenses hereunder paid to
or borne by the Custodian on behalf of, FIB. FIB may charge
such compensation and any expenses incurred by it in the
performance of its duties pursuant to such agreement against any
money held by it for the account of the Fund if but only if the
Custodian has failed to pay by the 30th day of any month the
amount specified in a detailed statement received from FIB not
later than the 20th day of such month setting forth charges with
respect to the immediately preceding month. FIB shall also be
entitled to charge against any money held by it for the account
for the Fund the amount of any loss, damage, liability or
expense, including counsel fees, for which it shall be entitled
to reimbursement under the provisions of this Agreement if but
only if the same is not promptly paid by the Custodian upon
delivery to the Custodian of a detailed statement.
7. FIB shall be entitled to rely upon (i) any
certificate, written instruction, notice or other instrument in
writing received by it and reasonably believed by it to be
genuine and to be signed in the Custodian's name by an officer
thereof; (ii) any written instructions given in the name of
Service by an authorized person, or any wire from an investor
pursuant to Article IV hereof; and (iii) any oral instructions
received by FIB pursuant to Article III hereof with regard to
the purchase or sale of securities and reasonably believed by
FIB to be genuine and given by an authorized person of the Fund.
The Fund agrees to forward to FIB a certificate or facsimile
thereof, signed on behalf of the Fund by two authorized persons,
confirming oral instructions or written instructions in such
manner so that such certificate is received by FIB, whether by
hand delivery, telecopier or other similar device, or otherwise,
by the close of business on the same day such oral instructions
or written instructions are given. The Fund agrees that the
fact that such confirming certificate is not so received by FIB
shall in no way affect the validity or enforceability of the
transactions hereby authorized by the Fund. The Fund agrees
that FIB shall incur no liability to the Fund in acting upon
oral instructions or written instructions given to FIB hereunder
concerning such transactions provided such instructions
reasonably appear to have been received from an authorized
person.
8. The books and records of FIB shall be open to
inspection and audited at reasonable times by officers and
auditors employed by the Custodian and/or the Fund. FIB shall
provide the fund and the Custodian with any report obtained by
it on the system of internal accounting control of the
Book-Entry System and with such reports on its own system of
internal accounting control as the Fund and/or Custodian may
reasonably request from time to time.
9. The Fund, its successors and assigns, shall at
all times fully indemnify and save harmless the Custodian, its
successors and assigns, from any liability or expense
whatsoever, including attorney's fees, which may arise in
connection with this Agreement, except for the failure of the
Custodian to perform the things to be done by it under this
Agreement, and except to the extent the Custodian is indemnified
by FIB pursuant to this Agreement. 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 done or omitted by it in good faith in conformity
with such advice or opinion.
10. Without limiting the generality of the foregoing,
the Custodian shall be entitled to rely on the validity,
accuracy, and genuineness of (i) wires and written instructions
of which copies are transmitted to the Custodian by FIB, and
such copies; (ii) oral advices received from FIB and (iii)
telecopier or similar communications received from FIB
confirming purchases and sales of securities by the Fund.
11. The Fund shall forward to the Custodian copies of
each certificate or facsimile thereof signed on behalf of the
Fund by two authorized persons, confirming oral instructions or
written instructions given by the Fund pursuant to this
Agreement in such manner so that each such confirming
certificate is received by the Custodian, whether by hand
delivery, telecopier or other similar device, or otherwise, by
the close of business of the same day that such oral
instructions or written instructions are given. The Fund agrees
that the fact that such confirming certificate is not so
received by the Custodian shall in no way affect the validity or
enforceability of the transactions hereby authorized by the
Fund.
VIII.
TERMINATION
1. Any of the parties hereto may terminate this
Agreement by giving to the other parties a notice in writing
specifying the date of such termination, which shall not be less
than 90 days after the date of giving of such notice. Any such
notice given by the Custodian may but need not be accompanied by
a copy of a written direction from an officer of the Custodian
designating a successor Custodian, or a successor sub-custodian,
as the case may be, which shall be a bank or trust company
organized and existing under the laws of the United States or
one of the several states having not less than $2,000,000
surplus and undivided profits. In the event such notice is
given by FIB, the Custodian may, on or before the termination
date, deliver to FIB a written direction from an officer of the
Custodian designating a successor sub-custodian.
2. On the date set forth in such notice this
Agreement shall terminate, and FIB shall in the event it
receives a notice of acceptance by a successor sub-custodian,
deliver directly to the successor sub-custodian all securities
and moneys then owned by the Fund and held by FIB hereunder. In
the event FIB does not receive a notice of acceptance by a
successor subcustodian, FIB shall, on the date specified in the
notice given under the preceding paragraph, deliver directly to
the Custodian all securities and monies then owned by the Fund
and held by FIB hereunder. Prior to making any such delivery,
FIB may deduct all fees, expenses and other amounts for which it
shall then be entitled to payment or reimbursement.
IX.
MISCELLANEOUS
Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have
the following meanings:
1. The term "certificate" shall mean any notice,
instruction or other instrument in writing, authorized or
required by this Agreement to be given to FIB which is signed by
any officer on behalf of the Custodian.
2. The term "officer" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Comptroller, any Assistant Vice President, any Assistant
Treasurer, any Assistant Secretary, or any Assistant Comptroller
or any other person or persons duly authorized by the Board of
Directors to execute any certificate, instruction, notice or
other instrument on behalf of the Custodian and named in an
Appendix A to this Agreement as hereinafter provided.
3. Annexed hereto as Appendix A is a certificate
signed by two of the present officers of the Custodian under its
seal, setting forth the names and signatures of the present
officers of the Custodian. The Custodian agrees to furnish to
FIB a new certificate similar in form in the event any present
officer ceases to be an officer, or in the event that other or
additional officers are elected or appointed. Until such new
certificate shall be received, FIB shall be fully protected in
acting under the provisions of this Agreement upon the
signatures of the officers set forth in the last delivered
certificate.
4. The term "authorized person" shall be deemed to
include the Treasurer, the Comptroller, or any other persons,
whether or not any such person is an officer or employee of the
Fund, Service or FIB, as the case may be, duly authorized by the
Board of the Fund, Service or FIB, as the case may be, to
execute any certificate, written instruction, notice or other
instrument or to deliver oral instructions or written
instructions hereunder on behalf of the Fund, Service or FIB, as
the case may be, and named from time to time in Appendix B,
Appendix C and Appendix D respectively, to this Agreement as
hereinafter provided. Annexed hereto as Appendix B, Appendix C
and Appendix D are certificates signed by two of the present
officers of the Fund, Service and FIB, respectively, under their
respective seals, setting forth the names and signatures of the
present authorized persons. The Custodian agrees to furnish to
FIB new certificates similar in form as the same are received
from the Fund or Service, as the case may be, in the event that
any such present authorized person ceases to be an authorized
person or in the event that other or additional persons are
elected or appointed. Until such new certificates shall be
received, FIB shall be fully protected in acting under
provisions of this Agreement upon oral instructions or
signatures of the present authorized persons set forth in the
last delivered certificate.
5. The term "oral instructions" shall mean verbal
communications actually received by the Custodian from an
authorized person or from a person reasonably believed by the
Custodian to be an authorized person.
6. The term "written instructions" shall mean
written communications by telecopier or any other such system
whereby the receiver of such communications is able to verify by
codes or otherwise with a reasonable degree of certainty the
authenticity of the sender of such communication.
7. The term "Book-Entry System" shall mean the
Federal Reserve/Treasury book-entry system for United States and
Federal agency securities, its successor or successors and
nominee or nominees.
8. Any wire, telecopier communication, statement,
written instruction, notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, FIB, Service, or the Fund, as the case may be, shall
be sufficiently given if directed as follows: to the Custodian
at its office at 00 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
or at such other place as the Custodian may from time to time
designate; to FIB at 000 Xxxxxxxx Xxxx., Xxx Xxxxxxx, Xxxxxxxxxx
or such other place as FIB may from time to time designate; to
Service at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx or such other
place as Service may from time to time designate; and to the
Fund at 000 Xxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxx or such
other place as the Fund may from time to time designate.
9. This Agreement may not be amended or modified in
any manner except by a written agreement executed by all of the
parties hereto with the same formality as this Agreement.
10. This Agreement shall be construed in accordance
with the laws of the State of New York.
11. This Agreement has been executed on behalf of the
Fund by the undersigned officer of the Fund in his capacity as
an officer of the Fund. The obligation of this Agreement shall
be binding upon the assets and property of the Fund and shall
not be binding upon any Trustee, officer or shareholder of the
Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers,
thereunto duly authorized and their seals to be hereunto
affixed, as of the day herein first above written.
THE BANK OF NEW YORK
By:_____________________________
Attest:
___________________________
FIRST INTERSTATE BANK OF
CALIFORNIA
By:______________________________
Attest:
___________________________
DREYFUS GOVERNMENT CASH MANAGEMENT
By:_______________________________
Attest:
___________________________
