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:
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"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
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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
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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
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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
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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
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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:
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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.
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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.
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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.
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EACH FUND LISTED ON SCHEDULE I
HERETO
BY:
---------------------------
Title:
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
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..................................33
1. Compensation...............................................33
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..........................38
APPENDIX B Selected Countries..................................39
APPENDIX C Self Custody Rider..................................40
MUTUAL FUND CUSTODY AND
SERVICES AGREEMENT
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This AGREEMENT is effective as of _______________________, 2001, AND IS
BETWEEN THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC., (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.
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH
----------------------------------------
FUND, INC.
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
