Exhibit No. 24(b)(8)
CUSTODY AGREEMENT
Custody Agreement made as of May 21, 1997 between DREYFUS INSTITUTIONAL
PREFERRED MONEY MARKET FUND, a business trust organized and existing under the
laws of the Commonwealth of Massachusetts, having its principal office and
place of busines s at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter
called the "Fund"), and THE BANK OF NEW YORK, a New York corporation authorized
to do a banking business, having its principal office and place of business at
00 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the
"Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter set forth the
Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1. "Authorized Person" shall be deemed to include the Treasurer, the
Controller or any other person, whether or not any such person is an Officer or
employee of the Fund, duly authorized by the Fund's Board to give Oral
Instructions and Writ ten Instructions on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Available Balance" shall mean for any given day during a calendar
year the aggregate amount of Federal Funds held in the Fund's custody
account(s) at The Bank of New York, or its successors, as of the close of such
day or, if such day is not a business day, the close of the preceding business
day.
3. "Bankruptcy" shall mean with respect to a party such party's making
a general assignment, arrangement or composition with or for the benefit of its
creditors, or instituting or having instituted against it a proceeding seeking
a judgment of insolvency or bankruptcy or the entry of an order for relief
under the Federal bankruptcy law or any other relief under any bankruptcy or
insolvency law or other similar law affecting creditors' rights, or if a
petition is presented for the windin g up or liquidation of the party or a
resolution is passed for its winding up or liquidation, or it seeks, or becomes
subject to, the appointment of an administrator, receiver, trustee, custodian
or other similar official for it or for all or substan tially all of its assets
or its taking any action in furtherance of, or indicating its consent to
approval of, or acquiescence in, any of the foregoing.
4. "Book-Entry System" shall mean the Federal Reserve/ Treasury book-
entry system for United States and Federal agency securities, its successor or
successors and its nominee or nominees.
5. "Call Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts and Futures
Contract Options entitling the holder, upon timely exercise and payment of the
exercise price, as specified therein, to purchase from the writer thereof the
specified underlying Securities.
6. "Certificate" shall mean 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 any t wo Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-dealer which is a
clearing member under the rules of O.C.C. and a member of a national securities
exchange qualified to act as a custodian for an investment company, or any
broker-dealer re asonably believed by the Custodian to be such a clearing
member.
8. "Collateral Account" shall mean a segregated account so denominated
and pledged to the Custodian as security for, and in consideration of, the
Custodian's issuance of (a) any Put Option guarantee letter or similar document
described in pa ragraph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S. Consumer Price Index,
all items and all urban consumers, U.S. city average 1982-84 equals 100, as
first published without seasonal adjustment by the Bureau of Labor Statistics,
the Department of Labor, without regard to subsequent revisions or corrections
by such Bureau.
10. "Covered Call Option" shall mean an exchange traded option
entitling the holder, upon timely exercise and payment of the exercise price,
as specified therein, to purchase from the writer thereof the specified
Securities (excluding Future s Contracts) which are owned by the writer thereof
and subject to appropriate restrictions.
11. "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees, provided the Custodian has
received a certif ied copy of a resolution of the Fund's Board specifically
approving deposits in DTC. The term "Depository" shall further mean and
include any other person authorized to act as a depository under the Investment
Company Act of 1940, as amended, its su ccessor or successors and its nominee
or nominees, specifically identified in a certified copy of a resolution of the
Fund's Board specifically approving deposits therein by the Custodian.
12. "Earnings Credit" shall mean for any given day during a
calendar year the product of (a) the Federal Funds Rate for such date minus
.25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available same day
funds.
14. "Federal Funds Rate" shall mean, for any day, the Federal Funds
(Effective) interest rate so denominated as published in Federal Reserve
Statistical Release H.15 (519) and applicable to such day and each succeeding
day which is not a business day.
15. "Financial Futures Contract" shall mean the firm commitment to buy
or sell fixed income securities, including, without limitation, U.S. Treasury
Bills, U.S. Treasury Notes, U.S. Treasury Bonds, domestic bank certificates of
deposit, and Eurodollar certificates of deposit, during a specified month at an
agreed upon price.
16. "Futures Contract" shall mean a Financial Futures Contract and/or
Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option with respect to a
Futures Contract.
18. "Margin Account" shall mean a segregated account in the name of a
broker, dealer, futures commission merchant or Clearing Member, or in the name
of the Fund for the benefit of a broker, dealer, futures commission merchant or
Clearing Mem ber, or otherwise, in accordance with an agreement between the
Fund, the Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and distinct from the
custody account, in which certain S ecurities and/or money of the Fund shall be
deposited and withdrawn from time to time in connection with such transactions
as the Fund may from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to hav e been deposited in, or
withdrawn from, a Margin Account upon the Custodian's effecting an appropriate
entry on its books and records.
19. "Merger" shall mean with respect to a party, the consolidation
or amalgamation with, merger into, or transfer of all or substantially all of
such party's assets to, another entity, where such party is not the surviving
entity.
20. "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to principal and interest
by the government of the United States or agencies or instrumentalities
thereof, commercial paper, certificates of deposit and bankers' acceptances,
repurchase and reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities ordinarily
requires settlement in Federal funds on the xxx e date as such purchase or
sale.
21. "O.C.C." shall mean Options Clearing Corporation, a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934, its
successor or successors, and its nominee or nominees.
22. "Officers" shall be deemed to include the President, any Vice
President, the Secretary, the Treasurer, the Controller, any Assistant
Secretary, any Assistant Treasurer or any other person or persons duly
authorized by the Fund's Board to execute any Certificate, instruction, notice
or other instrument on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix B or such other Certificate as may be received by
the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call Option, Stock
Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from an Authorized Person or from a person reasonably
believed by the Custodian to be an Authorized Person.
25. "Put Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and tender of the
specified underlyin g Securities, to sell such Securities to the writer thereof
for the exercise price.
26. "Reverse Repurchase Agreement" shall mean an agreement pursuant to
which the Fund sells Securities and agrees to repurchase such Securities at a
described or specified date and price.
27. "Security" shall be deemed to include, without limitation, Money
Market Securities, Call Options, Put Options, Stock Index Options, Stock Index
Futures Contracts, Stock Index Futures Contract Options, Financial Futures
Contracts, Financi al Futures Contract Options, Reverse Repurchase Agreements,
common stock and other instruments or rights having characteristics similar to
common stocks, preferred stocks, debt obligations issued by state or municipal
governments and by public author ities (including, without limitation, general
obligation bonds, revenue bonds and industrial bonds and industrial development
bonds), bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instrume nts representing rights to
receive, purchase, sell or subscribe for the same, or evidencing or
representing any other rights or interest therein, or any property or assets.
28. "Segregated Security Account" shall mean an account maintained
under the terms of this Agreement as a segregated account, by recordation or
otherwise, within the custody account in which certain Securities and/or other
assets of the Fund shall be deposited and withdrawn from time to time in
accordance with Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
29. "Series" shall mean (i) the Series of the Fund specified on
Appendix D hereto, or, where the context requires each such Series, or (ii) if
no Series are set forth on such Appendix, the Fund.
30. "Shares" shall mean the shares of beneficial interest of the Fund,
each of which, in the case of a Fund having Series, is allocated to a
particular Series.
31. "Stock Index Futures Contract" shall mean a bilateral agreement
pursuant to which the parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the value
of a particular s tock index at the close of the last business day of the
contract and the price at which the futures contract is originally struck.
32. "Stock Index Option" shall mean an exchange traded option
entitling the holder, upon timely exercise, to receive an amount of cash
determined by reference to the difference between the exercise price and the
value of the index on the dat e of exercise.
33. "Written Instructions" shall mean written communications actually
received by the Custodian from an Authorized Person or from a person reasonably
believed by the Custodian to be an Authorized Person by telex or any other such
system wher xxx 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.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as custodian
of all the Securities and moneys at any time owned by the Fund during the
period of this Agreement, except that (a) if the Custodian fails to provide for
the custody of a ny of the Fund's Securities and moneys located or to be
located outside the United States in a manner satisfactory to the Fund, the
Fund shall be permitted to arrange for the custody of such Securities and
moneys located or to be located outside the United States other than through
the Custodian at rates to be negotiated and borne by the Fund and (b) if the
Custodian fails to continue any existing sub-custodial or similar arrangements
on substantially the same terms as exist on the date of this Agreement, the
Fund shall be permitted to arrange for such or similar services other than
through the Custodian at rates to be negotiated and borne by the Fund. The
Custodian shall not charge the Fund for any such terminated services after the
date of such termination.
2. The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, the Fund will deliver or cause to be delivered to the Custodian
all Securities and all moneys owned by any Series, including cash received for
the issuance o f such Series' shares, at any time during the period of this
Agreement and shall specify the Series, if any, to which the same are to be
specifically allocated. The Custodian will not be responsible for such
Securities and such moneys until actually received by it. The Custodian will
be entitled to reverse any credits made on a Series' behalf where such credits
have been previously made and moneys are not finally collected. The Fund shall
deliver to the Custodian a certified resolution of the Fund's Board approving,
authorizing and instructing the Custodian 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 conne ction with
its performance hereunder, including, without limitation, in connection with
settlements of purchases and sales of Securities, loans of Securities, and
deliveries and returns of Securities collateral. Prior to a deposit of
Securities of a Series in the Depository, the Fund shall deliver to the
Custodian a certified resolution of the Fund's Board approving, authorizing and
instructing the Custodian on a continuous and on-going basis until instructed
to the contrary by a Certificate ac tually received by the Custodian to deposit
in the Depository all Securities eligible for deposit therein and to utilize
the Depository to the extent possible in connection with its performance
hereunder, including, without limitation, in connection with settlements of
purchases and sales of Securities, loans of Securities, and deliveries and
returns of Securities collateral. Securities and moneys of such Series
deposited in either the Book-Entry System or the Depository will be represented
in accounts which include only assets held by the Custodian for customers,
including, but not limited to, accounts in which the Custodian acts in a
fiduciary or representative capacity. Prior to the Custodian's accepting,
utilizing and acting with resp ect to Clearing Member confirmations for Options
and transactions in Options as provided in this Agreement, the Custodian shall
have received a certified resolution of the Fund's Board approving, authorizing
and instructing the Custodian on a continu ous and on-going basis, until
instructed to the contrary by a Certificate actually received by the Custodian,
to accept, utilize and act in accordance with such confirmations as provided in
this Agreement.
2. The Custodian shall credit to a separate account in the name of the
Fund for each Series all moneys received by it for the account of the Fund,
with respect to such Series. Money credited to the separate account for a
Series shall be dis bursed by the Custodian only:
(a) In payment for Securities purchased, as provided in Article IV
hereof;
(b) In payment of dividends or distributions, as provided in Article
XI hereof;
(c) In payment of original issue or other taxes, as provided in
Article XII hereof;
(d) In payment for Shares redeemed by it, as provided in Article XII
hereof;
(e) Pursuant to Certificates setting forth the name and address of the
person to whom the payment is to be made, the Series account from which payment
is to be made and the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the expenses and
liabilities of the Custodian, as provided in Article XV hereof.
3. 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 each Series during said day. Where Securities are
transferred to the accou nt of a Series, the Custodian shall also by book-entry
or otherwise identify as belonging to such Series a quantity of Securities in a
fungible bulk of Securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's ac count on the books of the Book-Entry
System or the Depository. At least monthly and from time to time, the
Custodian shall furnish the Fund with a detailed statement of the Securities
and moneys held for each Series under this Agreement.
4. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, all Securities held for a Series, which are issued or issuable
only in bearer form, except such Securities as are held in the Book-Entry
System, shall be hel d by the Custodian in that form; all other Securities held
for a Series may be registered in the name of such Series, in the name of any
duly appointed registered nominee of the Custodian as the Custodian may from
time to time determine, or in the na me of the Book-Entry System or the
Depository or their successor or successors, or their 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 the Book-Entry System or the
Depository, any Securities which it may hold for the account of a Series and
which may from time to time be registered in the name of such Series. T he
Custodian shall hold all such Securities which are not held in the Book-Entry
System or in the Depository in a separate account in the name of such Series
physically segregated at all times from those of any other person or persons.
5. Except as otherwise provided in this Agreement and unless otherwise
instructed to the contrary by a Certificate, the Custodian by itself, or
through the use of the Book-Entry System or the Depository with respect to
Securities therein dep osited, shall with respect to all Securities held for
each Series in accordance with this Agreement:
(a) Collect all income due or payable and, in any event, if the
Custodian receives a written notice from the Fund specifying that an amount of
income should have been received by the Custodian within the last 90 days, the
Custodian will prov ide a conditional payment of income within 60 days from the
date the Custodian received such notice, unless the Custodian reasonably
concludes that such income was not due or payable to the Fund, provided that
the Custodian may reverse any such condi tional payment upon its reasonably
concluding that all or any portion of such income was not due or payable, and
provided further that the Custodian shall not be liable for failing to collect
on a timely basis the full amount of income due or payable in respect of a
"floating rate instrument" or "variable rate instrument" (as such terms are
defined under Rule 2a-7 under the Investment Company Act of l940, as amended)
if it has acted in good faith, without negligence or willful misconduct.
(b) Present for payment and collect the amount payable upon such
Securities which are called, but only if either (i) the Custodian receives a
written notice of such call, or (ii) notice of such call appears in one or
more of the publications listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian upon five business days' prior
notification to the Fund;
(c) Present for payment and collect the amount payable upon all
Securities which may mature;
(d) Surrender Securities in temporary form for definitive Securities;
(e) Execute, as 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
(f) Hold directly, or through the Book-Entry System or the Depository
with respect to Securities therein deposited, for the account of each Series
all rights and similar securities issued with respect to any Securities held by
the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the Custodian,
directly or through the use of the Book-Entry System or the Depository, shall:
(a) Execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other instruments
whereby the authority of the Fund as owner of any Securities may be exercised;
(b) Deliver any Securities held for the Series 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 exer cise of any conversion privilege;
(c) Deliver any Securities held for the Series to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of
assets of any corpora tion, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other instruments
or documents as may be issued to it to evidence such delivery;
(d) Make such transfers or exchanges of the assets of the Series and
take such other steps as shall be stated in said order to be for the purpose of
effectuating any duly authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund; and
(e) Present for payment and collect the amount payable upon Securities
not described in preceding paragraph 5(b) of this Article which may be called
as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained herein, the
Custodian shall not be required to obtain possession of any instrument or
certificate representing any Futures Contract, Option or Futures Contract
Option until after it shall have determined, or shall have received a
Certificate from the Fund stating, that any such instruments or certificates
are available. The Fund shall deliver to the Custodian such a Certificate no
later than the business day preceding the availabilit y of any such instrument
or certificate. Prior to such availability, the Custodian shall comply with
Section 17(f) of the Investment Company Act of 1940, as amended, in connection
with the purchase, sale, settlement, closing out or writing of Future s
Contracts, Options or Futures Contract Options by making payments or deliveries
specified in Certificates received by the Custodian in connection with any such
purchase, sale, writing, settlement or closing out upon its receipt from a
broker, deale r or futures commission merchant of a statement or confirmation
reasonably believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect to such Futures
Contracts, Options or Futures Co ntract Options, as the case may be, confirming
that such Security is held by such broker, dealer or futures commission
merchant, in book-entry form or otherwise, in the name of the Custodian (or any
nominee of the Custodian) as custodian for the Fund , provided, however, that
payments to or deliveries from the Margin Account shall be made in accordance
with the terms and conditions of the Margin Account Agreement. Whenever any
such instruments or certificates are available, the Custodian shall,
notwithstanding any provision in this Agreement to the contrary, make payment
for any Futures Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the delivery to
the Custodian of such instrument or such certificate, and deliver any Futures
Contract, Option or Futures Contract Option for which such instruments or such
certificates are available only against receipt by the Custodian of payment
therefor. Any such instrument or cert ificate delivered to the Custodian
shall be held by the Custodian hereunder in accordance with, and subject to,
the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the Fund, other than
a purchase of any Option, Futures Contract, Futures Contract Option or Reverse
Repurchase Agreement, the Fund shall deliver to the Custodian (i) with respect
to each purch ase of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money Market Securities,
a Certificate, Oral Instructions or Written Instructions, specifying with
respect to each such purchase: (a) t he Series to which the Securities
purchased are to be specifically allocated; (b) the name of the issuer and the
title of the Securities; (c) the number of shares or the principal amount
purchased and accrued interest, if any; (d) the date of purchas e and
settlement; (e) the purchase price per unit; (f) the total amount payable upon
such purchase; (g) the name of the person from whom or the broker through whom
the purchase was made, and the name of the clearing broker, if any; and (h) the
name o f the broker to which payment is to be made. The Custodian shall, upon
receipt of Securities purchased by or for such Series, pay out of the moneys
held for the account of such Series the total amount payable to the person from
whom, or the broker t hrough whom, the purchase was made, provided that the
same conforms to the total amount payable as set forth in such Certificate,
Oral Instructions or Written Instructions.
2. Promptly after each sale of Securities by the Fund, other than a
sale of any Option, Futures Contract, Futures Contract Option or Reverse
Repurchase Agreement, the Fund shall deliver to the Custodian (i) with respect
to each sale of Secur ities which are not Money Market Securities, a
Certificate, and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying with respect
to each such sale: (a) the Series to which s uch Securities sold were
specifically allocated; (b) the name of the issuer and the title of the
Security; (c) the number of shares or principal amount sold, and accrued
interest, if any; (d) the date of sale; (e) the sale price per unit; (f) the
tot al amount payable to such Series upon such sale; (g) the name of the broker
through whom or the person to whom the sale was made, and the name of the
clearing broker, if any; and (h) the name of the broker to whom the Securities
are to be delivered. The Custodian shall deliver the Securities upon receipt
of the total amount payable to the Fund for the account of such Series upon
such sale, provided that the same conforms to the total amount payable as set
forth in such Certificate, Oral Instruc tions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form as shall be
satisfactory to it, and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in Secu rities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the Fund, the Fund
shall deliver to the Custodian a Certificate specifying with respect to each
Option purchased: (a) the Series to which the Option purchased is to be
specifically allocated; (b) the type of Option (put or call); (c) the name of
the issuer and the title and number of shares subject to such Option or, in the
case of a Stock Index Option, the stock index to which such Option relates and
the number of Stock Index Options pur chased; (d) the expiration date; (e) the
exercise price; (f) the dates of purchase and settlement; (g) the total amount
payable by the Fund for the account of such Series in connection with such
purchase; (h) the name of the Clearing Member through w hich such Option was
purchased; and (i) the name of the broker to whom payment is to be made. The
Custodian shall pay, upon receipt of a Clearing Member's statement confirming
the purchase of such Option held by such Clearing Member for the account of the
Custodian (or any duly appointed and registered nominee of the Custodian) as
custodian for the Fund, out of moneys held for the account of such Series, the
total amount payable upon such purchase to the Clearing Member through whom the
purchas e was made, provided that the same conforms to the total amount payable
as set forth in such Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to each such sale: (a) the
Series to which the Option sold was specifically allocated; (b) the type of
Option (put or call); (c) t he name of the issuer and the title and number of
shares subject to such Option or, in the case of a Stock Index Option, the
stock index to which such Option relates and the number of Stock Index Options
sold; (d) the date of sale; (e) the sale price ; (f) the date of settlement;
(g) the total amount payable to the Fund for the account of such Series upon
such sale; and (h) the name of the Clearing Member through which the sale was
made. The Custodian shall consent to the delivery of the Option sold by the
Clearing Member which previously supplied the confirmation described in
preceding paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the Fund for the
account of such Ser ies, provided that the same conforms to the total amount
payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any Call Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Call Option: (a)
the Series to which t he Call Option exercised was specifically allocated; (b)
the name of the issuer and the title and number of shares subject to the Call
Option; (c) the expiration date; (d) the date of exercise and settlement; (e)
the exercise price per share; (f) the total amount to be paid by the Fund for
the account of such Series upon such exercise; and (g) the name of the Clearing
Member through which such Call Option was exercised. The Custodian shall, upon
receipt of the Securities underlying the Call Opt ion which was exercised, pay
out of the moneys held for the account of such Series the total amount payable
to the Clearing Member through whom the Call Option was exercised, provided
that the same conforms to the total amount payable as set forth in such
Certificate.
4. Promptly after the exercise by the Fund of any Put Option purchased
by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Put Option: (a) the
Series to which the Put Option exercised was specifically allocated; (b) the
name of the issuer and the title and number of shares subject to the Put
Option; (c) the expiration date; (d) the date of exercise and settlement; (e)
the exercise price per share; (f) the tot al amount to be paid to the Fund for
the account of such Series upon such exercise; and (g) the name of the
Clearing Member through which such Put Option was exercised. The Custodian
shall, upon receipt of the amount payable upon the exercise of the Put Option,
deliver or direct the Depository to deliver the Securities, provided the same
conforms to the amount payable to the Fund for the account of such Series as
set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock Index Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Stock Index Option:
(a) the Ser ies to which the Stock Index Option exercised was specifically
allocated; (b) the type of Stock Index Option (put or call); (c) the number of
Options being exercised; (d) the stock index to which such Option relates; (e)
the expiration date; (f) the exercise price; (g) the total amount to be
received by the Fund for the account of such Series in connection with such
exercise; and (h) the Clearing Member from which such payment is to be
received.
6. Whenever the Fund writes a Covered Call Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Covered Call Option: (a) the Series to which the Covered Call Option written
is to be specific ally allocated; (b) the name of the issuer and the title and
number of shares for which the Covered Call Option was written and which
underlie the same; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund for t he account of such Series; (f) the
date such Covered Call Option was written; and (g) the name of the Clearing
Member through which the premium is to be received. The Custodian shall
deliver or cause to be delivered, in exchange for receipt of the p remium
specified in the Certificate with respect to such Covered Call Option, such
receipts as are required in accordance with the customs prevailing among
Clearing Members dealing in Covered Call Options and shall impose, or direct
the Depository to impose, upon the underlying Securities specified in the
Certificate such restrictions as may be required by such receipts.
Notwithstanding the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refus e to issue any receipts for
Securities in the possession of the Custodian and not deposited with the
Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund and described in
the preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate instructing the Custodian to deliver, or
to direct th e Depository to deliver, the Securities subject to such Covered
Call Option and specifying: (a) the Series to which the Covered Call Option
exercised was specifically allocated; (b) the name of the issuer and the title
and number of shares subject t o the Covered Call Option; (c) the Clearing
Member to whom the underlying Securities are to be delivered; and (d) the total
amount payable to the Fund for the account of such Series upon such delivery.
Upon the return and/or cancellation of any rece ipts delivered pursuant to
paragraph 6 of this Article, the Custodian shall deliver, or direct the
Depository to deliver, the underlying Securities as specified in the
Certificate for the amount to be received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Put
Option: (a) the Series to which the Put Option written is to be specifically
allocated; (b) the nam e of the issuer and the title and number of shares for
which the Put Option is written and which underlie the same; (c) the expiration
date; (d) the exercise price; (e) the premium to be received by the Fund for
the account of such Series; (f) the da te such Put Option is written; (g) the
name of the Clearing Member through which the premium is to be received and to
whom a Put Option guarantee letter is to be delivered; (h) the amount of cash,
and/or the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; and (i) the amount of cash and/or the amount and
kind of Securities to be deposited into the Collateral Account. The Custodian
shall, after making the deposits into the Collateral Account specified in the
Certificate, issue a Put Option guarantee letter substantially in the form
utilized by the Custodian on the date hereof, and deliver the same to the
Clearing Member specified in the Certificate against receipt of the premium
specified in said Ce rtificate. Notwithstanding the foregoing, the Custodian
shall be under no obligation to issue any Put Option guarantee letter or
similar document if it is unable to make any of the representations contained
therein.
9. Whenever a Put Option written by the Fund and described in the
preceding paragraph is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which the Put Option
exercised was specifically allocated; (b) the name of the issuer and title and
number of shares subject to the Put Option; (c) the Clearing Member from which
the underlying Securities are to be received; (d) the total amount payable by
the Fund upon such delivery; (e) the amo unt of cash and/or the amount and
kind of Securities to be withdrawn from the Collateral Account; and (f) the
amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. Upon the return and/ or
cancellation of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian shall pay out
of the moneys held for the account of such Series the total amount payable to
the Clearing Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Stock Index Option: (a) the Series to which the Stock Index Option written is
to be specifical ly allocated; (b) whether such Stock Index Option is a put or
a call; (c) the number of Options written; (d) the stock index to which such
Option relates; (e) the expiration date; (f) the exercise price; (g) the
Clearing Member through which such Opt ion was written; (h) the premium to be
received by the Fund for the account of such Series; (i) the amount of cash
and/or the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (j) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in the Collateral Account; and (k) the
amount of cash and/or the amount and kind of Securities, if any, to be
deposited in a Margin Account, and the name in which such account is to be or
has be en established. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits, if any, into the Segregated
Security Account specified in the Certificate, and either (1) deliver such
receipts, if any, which the Cust odian has specifically agreed to issue, which
are in accordance with the customs prevailing among Clearing Members in Stock
Index Options and make the deposits into the Collateral Account specified in
the Certificate, or (2) make the deposits into th e Margin Account specified in
the Certificate.
11. Whenever a Stock Index Option written by the Fund and described in
the preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option: ( a) the Series to which the Stock Index Option exercised was
specifically allocated; (b) such information as may be necessary to identify
the Stock Index Option being exercised; (c) the Clearing Member through which
such Stock Index Option is being ex ercised; (d) the total amount payable upon
such exercise, and whether such amount is to be paid by or to the Fund for the
account of such Series; (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Margin Acc ount; and (f) the
amount of cash and/or amount and kind of Securities, if any, to be withdrawn
from the Segregated Security Account and the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any, delivered pursuant
to the preceding paragraph of this Article, the Custodian shall pay to the
Clearing Member specified in the Certificate the total amount payable, if any,
as specified ther ein.
12. Whenever the Fund purchases any Option identical to a previously
written Option described in paragraphs 6, 8 or 10 of this Article in a
transaction expressly designated as a "Closing Purchase Transaction" in order
to liquidate its positi on as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to the Option
being purchased: (a) the Series to which the Option purchased is to be
specifically allocated; (b) that the transaction is a Closing Purchase
Transaction; (c) the name of the issuer and the title and number of shares
subject to the Option, or, in the case of a Stock Index Option, the stock index
to which such Option relates and the number of Options held; (d) the exe rcise
price; (e) the premium to be paid by the Fund for the account of such Series;
(f) the expiration date; (g) the type of Option (put or call); (h) the date of
such purchase; (i) the name of the Clearing Member to which the premium is to
be paid; and (j) the amount of cash and/or the amount and kind of Securities,
if any, to be withdrawn from the Collateral Account, a specified Margin Account
or the Segregated Security Account. Upon the Custodian's payment of the
premium and the return and/o r cancellation of any receipt issued pursuant to
paragraphs 6, 8 or 10 of this Article with respect to the Option being
liquidated through the Closing Purchase Transaction, the Custodian shall
remove, or direct the Depository to remove, the previousl y imposed
restrictions on the Securities underlying the Call Option.
13. Upon the expiration or exercise of, or consummation of a Closing
Purchase Transaction with respect to, any Option purchased or written by the
Fund and described in this Article, the Custodian shall delete such Option from
the statements delivered to the Fund for the account of a Series pursuant to
paragraph 3 of Article III herein, and upon the return and/or cancellation of
any receipts issued by the Custodian, shall make such withdrawals from the
Collateral Account, the Margin Acco unt and/or the Segregated Security Account
as may be specified in a Certificate received in connection with such
expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures Contract, the Fund
shall deliver to the Custodian a Certificate specifying with respect to such
Futures Contract (or with respect to any number of identical Futures
Contract(s)): (a) the Serie s to which the Futures Contract entered into is to
be specifically allocated; (b) the category of Futures Contract (the name of
the underlying stock index or financial instrument); (c) the number of
identical Futures Contracts entered into; (d) the d elivery or settlement date
of the Futures Contract(s); (e) the date the Futures Contract(s) was (were)
entered into and the maturity date; (f) whether the Fund is buying (going long)
or selling (going short) on such Futures Contract(s); (g) the amoun t of cash
and/or the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (h) the name of the broker, dealer or futures
commission merchant through which the Futures Contract was entered into; and
(i) the amount of fee or commission, if any, to be paid and the name of the
broker, dealer or futures commission merchant to whom such amount is to be
paid. The Custodian shall make the deposits, if any, to the Margin Account in
accordance with the terms and condi tions of the Margin Account Agreement. The
Custodian shall make payment of the fee or commission, if any, specified in the
Certificate and deposit in the Segregated Security Account the amount of cash
and/or the amount and kind of Securities specifi ed in said Certificate.
2. (a) Any variation margin payment or similar payment required to be
made by the Fund for the account of a Series to a broker, dealer or futures
commission merchant with respect to an outstanding Futures Contract shall be
made by the Custo xxxx in accordance with the terms and conditions of the
Margin Account Agreement.
(b) Any variation margin payment or similar payment from a broker,
dealer or futures commission merchant to the Fund with respect to an
outstanding Futures Contract shall be received and dealt with by the Custodian
in accordance with the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian hereunder is
retained by the Fund until delivery or settlement is made on such Futures
Contract, the Fund shall deliver to the Custodian a Certificate specifying:
(a) the Series to which the Futures Contract retained is to be specifically
allocated; (b) the Futures Contract; (c) with respect to a Stock Index Futures
Contract, the total cash settlement amount to be paid or received, and with
respect to a Financial Futures Contract, th e Securities and/or amount of cash
to be delivered or received; (d) the broker, dealer or futures commission
merchant to or from which payment or delivery is to be made or received; and
(e) the amount of cash and/or Securities to be withdrawn from th e Segregated
Security Account. The Custodian shall make the payment or delivery specified
in the Certificate and delete such Futures Contract from the statements
delivered to the Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures Contract to offset a
Futures Contract held by the Custodian hereunder, the Fund shall deliver to
the Custodian a Certificate specifying: (a) the Series to which the
offsetting Futures Contract is to be specifically allocated; (b) the items of
information required in a Certificate described in paragraph 1 of this
Article, and (c) the Futures Contract being offset. The Custodian shall make
payment of the fee or commission, if any, specifie d in the Certificate and
delete the Futures Contract being offset from the statements delivered to the
Fund for the account of such Series pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security Account a s may
be specified in such Certificate. The withdrawals, if any, to be made from
the Margin Account shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract Option by the
Fund, the Fund shall deliver to the Custodian a Certificate specifying with
respect to such Futures Contract Option: (a) the Series to which the Futures
Contract Option pu rchased is to be specifically allocated; (b) the type of
Futures Contract Option (put or call); (c) the type of Futures Contract and
such other information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option pu rchased; (d) the expiration date; (e)
the exercise price; (f) the dates of purchase and settlement; (g) the amount of
premium to be paid by the Fund for the account of such Series upon such
purchase; (h) the name of the broker or futures commission m erchant through
which such option was purchased; and (i) the name of the broker or futures
commission merchant to whom payment is to be made. The Custodian shall pay the
total amount to be paid upon such purchase to the broker or futures commission
merchant through whom the purchase was made, provided that the same conforms to
the amount set forth in such Certificate.
2. Promptly after the sale of any Futures Contract Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such sale: (a) the
Series to whic h the Futures Contract Option sold was specifically allocated;
(b) the type of Futures Contract Option (put or call); (c) the type of Futures
Contract and such other information as may be necessary to identify the Futures
Contract underlying the Futu res Contract Option; (d) the date of sale; (e) the
sale price; (f) the date of settlement; (g) the total amount payable to the
Fund for the account of such Series upon such sale; and (h) the name of the
broker or futures commission merchant through w hich the sale was made. The
Custodian shall consent to the cancellation of the Futures Contract Option
being closed against payment to the Custodian of the total amount payable to
the Fund for the account of such Series, provided the same conforms t o the
total amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the Fund pursuant
to paragraph 1 is exercised by the Fund, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which the Futures
Contract Option exer cised was specifically allocated; (b) the particular
Futures Contract Option (put or call) being exercised; (c) the type of Futures
Contract underlying the Futures Contract Option; (d) the date of exercise; (e)
the name of the broker or futures commi ssion merchant through which the
Futures Contract Option is exercised; (f) the net total amount, if any, payable
by the Fund; (g) the amount, if any, to be received by the Fund for the account
of such Series; and (h) the amount of cash and/or the amo unt and kind of
Securities to be deposited in the Segregated Security Account. The Custodian
shall make the payments, if any, and the deposits, if any, into the Segregated
Security Account as specified in the Certificate. The deposits, if any, to b e
made to the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to
such Futures Contract Option: (a) the Series to which the Futures Contract
Option written is to be specifically allocated; (b) the type of Futures
Contract Option (put or call); (c) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract underlying
the Futures Contract Option; (d) the expira tion date; (e) the exercise price;
(f) the premium to be received by the Fund for the account of such Series; (g)
the name of the broker or futures commission merchant through which the
premium is to be received; and (h) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits into the Segregated Security Account, if any,
as specified i n the Certificate. The deposits, if any, to be made to the
Margin Account shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the Fund which is a
call is exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying: (a) the Series to which the Futures Contract Option
exercised was specificall y allocated; (b) the particular Futures Contract
Option exercised; (c) the type of Futures Contract underlying the Futures
Contract Option; (d) the name of the broker or futures commission merchant
through which such Futures Contract Option was exerc ised; (e) the net total
amount, if any, payable to the Fund for the account of such Series upon such
exercise; (f) the net total amount, if any, payable by the Fund for the account
of such Series upon such exercise; and (g) the amount of cash and/or the amount
and kind of Securities to be deposited in the Segregated Security Account. The
Custodian shall, upon its receipt of the net total amount payable to the Fund
for the account of such Series, if any, specified in such Certificate make the
pa yments, if any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits, if any, to be made to
the Margin Account shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is written by the Fund and
which is a Put Option is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which the Futures
Contract Option exerci sed was specifically allocated; (b) the particular
Futures Contract Option exercised; (c) the type of Futures Contract underlying
such Futures Contract Option; (d) the name of the broker or futures commission
merchant through which such Futures Contr act Option is exercised; (e) the net
total amount, if any, payable to the Fund for the account of such Series upon
such exercise; (f) the net total amount, if any, payable by the Fund for the
account of such Series upon such exercise; and (g) the amo unt and kind of
Securities and/or cash to be withdrawn from or deposited in the Segregated
Security Account, if any. The Custodian shall, upon its receipt of the net
total amount payable to the Fund for the account of such Series, if any,
specified in the Certificate, make the payments, if any, and the deposits, if
any, into the Segregated Security Account as specified in the Certificate. The
deposits to and/or withdrawals from the Margin Account, if any, shall be made
by the Custodian in acco rdance with the terms and conditions of the Margin
Account Agreement.
7. Whenever the Fund purchases any Futures Contract Option identical
to a previously written Futures Contract Option described in this Article in
order to liquidate its position as a writer of such Futures Contract Option,
the Fund shall pro mptly deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased: (a) the Series to
which the Futures Contract Option purchased is to be specifically allocated;
(b) that the transaction is a closing transaction; (c) the type of Futures
Contract and such other information as may be necessary to identify the Futures
Contract underlying the Futures Contract Option; (d) the exercise price; (e)
the premium to be paid by the Fund for the account of s uch Series; (f) the
expiration date; (g) the name of the broker or futures commission merchant to
which the premium is to be paid; and (h) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the Segregated Securi ty
Account. The Custodian shall effect the withdrawals from the Segregated
Security Account specified in the Certificate. The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in accordance with
the terms and co nditions of the Margin Account Agreement.
8. Upon the expiration or exercise of, or consummation of a closing
transaction with respect to, any Futures Contract Option written or purchased
by the Fund and described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein, and (b) make such withdrawals from, and/or,
in the case of an exercise, such deposits into, the Segregated Security
Account as may be specified in a Cert ificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the exercise of a
Futures Contract Option described in this Article shall be subject to Article
VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Series to which the short sale is
to be specifically allocated; (b) the name of the issuer and the title of the
Security; (c) the nu mber of shares or principal amount sold, and accrued
interest or dividends, if any; (d) the dates of the sale and settlement; (e)
the sale price per unit; (f) the total amount credited to the Fund for the
account of such Series upon such sales, if an y; (g) the amount of cash and/or
the amount and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has been or is to be
established; (h) the amount of cash and/or the amount and kind of Securities,
if any, to be deposited in a Segregated Security Account; and (i) the name of
the broker through which such short sale was made. The Custodian shall upon
its receipt of a statement from such broker confirming such sale and that the
tota l amount credited to the Fund upon such sale, if any, as specified in the
Certificate is held by such broker for the account of the Custodian (or any
nominee of the Custodian) as custodian of the Fund, issue a receipt or make the
deposits into the Ma rgin Account and the Segregated Security Account specified
in the Certificate.
2. In connection with the closing-out of any short sale, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to each such closing-out: (a) the Series to which the short sale being closed-
out was specifical ly allocated; (b) the name of the issuer and the title of
the Security; (c) the number of shares or the principal amount, and accrued
interest or dividends, if any, required to effect such closing-out to be
delivered to the broker; (d) the dates of t he closing-out and settlement; (e)
the purchase price per unit; (f) the net total amount payable to the Fund for
the account of such Series upon such closing-out; (g) the net total amount
payable to the broker upon such closing-out; (h) the amount of cash and the
amount and kind of Securities to be withdrawn, if any, from the Margin Account;
(i) the amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account; and (j) the name of the broke r
through which the Fund is effecting such closing-out. The Custodian shall,
upon receipt of the net total amount payable to the Fund for the account of
such Series upon such closing-out and the return and/or cancellation of the
receipts, if any, is sued by the custodian with respect to the short sale being
closed-out, pay out of the moneys held for the account of the Series to the
broker the net total amount payable to the broker, and make the withdrawals
from the Margin Account and the Xxxxxxx xxx Security Account, as the same are
specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund, on behalf of a Series, enters into a
Reverse Repurchase Agreement with respect to Securities and money held by the
Custodian hereunder, the Fund shall deliver to the Custodian a Certificate or
in the event such Re verse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions specifying: (a) the
Series to which the Reverse Repurchase Agreement is to be specifically
allocated; (b) the total amount payable to the Fund for the account of such
Series in connection with such Reverse Repurchase Agreement; (c) the broker or
dealer through or with which the Reverse Repurchase Agreement is entered; (d)
the amount and kind of Securities to be delivered by the Fund to such broker or
dealer; (e) the date of such Reverse Repurchase Agreement; and (f) the amount
of cash and/or the amount and kind of Securities, if any, to be deposited in a
Segregated Security Account in connection with such Reverse Repurchase Agreem
ent. The Custodian shall, upon receipt of the total amount payable to the Fund
specified in the Certificate, Oral Instructions or Written Instructions make
the delivery to the broker or dealer, and the deposits, if any, to the
Segregated Security Ac count, specified in such Certificate, Oral Instructions
or Written Instructions.
2. Upon the termination of a Reverse Repurchase Agreement described in
paragraph 1 of this Article, the Fund shall promptly deliver a Certificate or,
in the event such Reverse Repurchase Agreement is a Money Market Security, a
Certificate, O ral Instructions or Written Instructions to the Custodian
specifying: (a) the Series to which the Reverse Repurchase Agreement
terminated was specifically allocated; (b) the Reverse Repurchase Agreement
being terminated; (c) the total amount payable by the Fund for the account of
such Series in connection with such termination; (d) the amount and kind of
Securities to be received by the Fund for the account of such Series in
connection with such termination; (e) the date of termination; (f) the name of
the broker or dealer with or through which the Reverse Repurchase Agreement is
to be terminated; and (g) the amount of cash and/or the amount and kind of
Securities to be withdrawn from the Segregated Security Account. The Custodian
shall, upon receipt of the amount and kind of Securities to be received by the
Fund specified in the Certificate, Oral Instructions or Written Instructions,
make the payment to the broker or dealer, and the withdrawals, if any, from the
Segregated Security Account, specified in such Certificate, Oral Instructions
or Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such deposits to, or
withdrawals from, a Segregated Security Account as specified in a Certificate
received by the Custodian. Such Certificate shall specify the amount of cash
and/or the amoun t and kind of Securities to be deposited in, or withdrawn
from, the Segregated Security Account. In the event that the Fund fails to
specify in a Certificate the designated Series, the name of the issuer, the
title and the number of shares or the pr incipal amount of any particular
Securities to be deposited by the Custodian into, or withdrawn from, a
Segregated Securities Account, the Custodian shall be under no obligation to
make any such deposit or withdrawal and shall so notify the Fund.
2. The Custodian shall make deliveries or payments from a Margin
Account to the broker, dealer, futures commission merchant or Clearing Member
in whose name, or for whose benefit, the account was established as specified
in the Margin Accoun t Agreement.
3. Amounts received by the Custodian as payments or distributions with
respect to Securities deposited in any Margin Account shall be dealt with in
accordance with the terms and conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and security interest in
and to any property at any time held by the Custodian in any Collateral Account
described herein. In accordance with applicable law, the Custodian may enforce
its lien a nd realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter or similar
document or any receipt issued hereunder by the Custodian. In the event the
Custodian should realize on any suc h property net proceeds which are less than
the Custodian's obligations under any Put Option guarantee letter or similar
document or any receipt, such deficiency shall be a debt owed the Custodian by
the Fund within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish the Fund with
respect to each Series a statement with respect to each Margin Account in which
money or Securities are held specifying as of the close of business on the
previous business d ay: (a) the name of the Margin Account; (b) the amount and
kind of Securities held therein; and (c) the amount of money held therein. The
Custodian shall make available upon request to any broker, dealer or futures
commission merchant specified in the name of a Margin Account a copy of the
statement furnished the Fund with respect to such Margin Account.
6. Promptly after the close of business on each business day in which
cash and/or Securities are maintained in a Collateral Account, the Custodian
shall furnish the Fund with a Statement with respect to such Collateral
Account specifying the amount of cash and/or the amount and kind of Securities
held therein. No later than the close of business next succeeding the
delivery to the Fund of such statement, the Fund shall furnish to the
Custodian a Certificate or Written Instructions spec ifying the then market
value of the securities described in such statement. In the event such then
market value is indicated to be less than the Custodian's obligation with
respect to any outstanding Put Option, guarantee letter or similar document,
the Fund shall promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to eliminate such
deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. For each Series, the Fund shall furnish to the Custodian a copy of
the resolution of the Fund's Board, certified by the Secretary or any Assistant
Secretary, either (i) setting forth the date of the declaration of a dividend
or distributi on, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total amount
payable to the Dividend Agent of the Fu nd on the payment date, or (ii)
authorizing the declaration of dividends and distributions on a daily basis and
authorizing the Custodian to rely on Oral Instructions, Written Instructions or
a Certificate setting forth the date of the declaration of such dividend or
distribution, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total amount
payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such resolution, Oral
Instructions, Written Instructions or Certificate, as the case may be, the
Custodian shall pay out of the moneys held for the account of the Series the
total amount payable to the D ividend Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any Series' Shares, the Fund shall
deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price; and
(b) The amount of money to be received by the Custodian for the sale
of such Shares.
2. Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the account of such Series.
3. Upon issuance of any Series' Shares in accordance with the
foregoing provisions of this Article, the Custodian shall pay, out of the money
held for the account of such Series, all original issue or other taxes required
to be paid by the F und for the account of such Series in connection with such
issuance upon the receipt of a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund shall hereafter
redeem any Series' Shares, the Fund shall furnish to the Custodian a
Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice setting forth the
number of a Series' Shares received by the Transfer Agent for redemption and
that such Shares are valid and in good form for redemption, the Custodian shall
make payment to the Transfer Agent out of the moneys held for the account of
such Series of the total amount specified in the Certificate issued pursuant to
the foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the redemption of
any of Series' Shares, whenever a Series' Shares are redeemed pursuant to any
check redemption privilege which may from time to time be offered by the Fund,
the Custodian, u nless otherwise instructed by a Certificate, shall, upon
receipt of an advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the check
redemption procedure, honor the check presented as part of such check
redemption privilege out of the money held in the account of the Fund for such
purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion advance funds on
behalf of a Series which results in an overdraft because the moneys held by
the Custodian for the account of such Series shall be insufficient to pay the
total amount payable upon a purchase of Securities as set forth in a
Certificate or Oral Instructions issued pursuant to Article IV, or which
results in an overdraft in the account for such Series for some other reason,
or if a Series is for any other reason indebted to the Custodian (except a
borrowing for investment or for temporary or emergency purposes using
Securities as collateral pursuant to a separate agreement and subject to the
provisions of paragraph 2 of this Article XIII), such overdraft or
indebtednes s shall be deemed to be a loan made by the Custodian to such Series
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
the Federal Funds Rate plus l/2%, such rate to be adjusted on the effective
date of any change in such Federal Funds Rate but in no event to be less than
6% per annum, except that any overdraft resulting from an error by the
Custodian shall bear no interest. Any such over draft or indebtedness shall be
reduced by an amount equal to the total of all amounts due such Series which
have not been collected by the Custodian on behalf of such Series when due
because of the failure of the Custodian to make timely demand or pr esentment
for payment. In addition, the Fund hereby agrees that the Custodian shall have
a continuing lien and security interest in and to any property at any time held
by it for the benefit of such Series or in which such Series may have an
interes t which is then in the Custodian's possession or control or in
possession or control of any third party acting in the Custodian's behalf. The
Fund authorizes the Custodian, in its sole discretion, at any time to charge
any such overdraft or indebted ness together with interest due thereon against
any balance of account standing to such Series' credit on the Custodian's
books. For purposes of this Section 1 of Article XIII, "overdraft" shall mean
a negative Available Balance.
2. The Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the
Custodian) from which it borrows money for investment or for temporary or
emergency purposes using Secu rities in a Series' portfolio as collateral for
such borrowings, a notice or undertaking in the form currently employed by any
such bank setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to each such
borrowing: (a) the Series to which the borrowing relates; (b) the name of the
bank; (c) the amount and terms of the borrowing, which may be set for th by
incorporating by reference an attached promissory note, duly endorsed by the
Fund, or other loan agreement; (d) the time and date, if known, on which the
loan is to be entered into; (e) the date on which the loan becomes due and
payable; (f) th e total amount payable to the Fund for the account of such
Series on the borrowing date; (g) the market value of Securities to be
delivered as collateral for such loan, including the name of the issuer, the
title and the number of shares or the princ ipal amount of any particular
Securities; and (h) a statement specifying whether such loan is for investment
purposes or for temporary or emergency purposes and that such loan is in
conformance with the Investment Company Act of 1940, as amended, and the Fund's
prospectus. The Custodian shall deliver on the borrowing date specified in a
Certificate the specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the loan payable,
pro vided that the same conforms to the total amount payable as set forth in
the Certificate. The Custodian may, at the option of the lending bank, keep
such collateral in its possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any promissory note or loan
agreement. The Custodian shall deliver such Securities as additional
collateral as may be specified in a Certificate to collateralize further any
transaction described in this paragraph. The Fund shall cause all Securities
released from collateral status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such return of collateral as may
be tendered to it. In the event that the Fund fails to spec ify in a
Certificate the Series, the name of the issuer, the title and number of shares
or the principal amount of any particular Securities to be delivered as
collateral by the Custodian, the Custodian shall not be under any obligation to
deliver an y Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its organization documents
and as disclosed in its most recent and currently effective prospectus to lend
the portfolio Securities of a Series, within 24 hours after each loan of
portfolio Securiti es the Fund shall deliver or cause to be delivered to the
Custodian a Certificate specifying with respect to each such loan: (a) the
Series to which the Securities to be loaned are specifically allocated; (b) the
name of the issuer and the title of the Securities; (c) the number of shares or
the principal amount loaned; (d) the date of loan and delivery; (e) the total
amount to be delivered to the Custodian against the loan of the Securities,
including the amount of cash collateral and the prem ium, if any, separately
identified; and (f) the name of the broker, dealer or financial institution to
which the loan was made. The Custodian shall deliver the Securities thus
designated to the broker, dealer or financial institution to which the lo an
was made upon receipt of the total amount designated as to be delivered against
the loan of Securities. The Custodian may accept payment in connection with a
delivery otherwise than through the Book-Entry System or Depository only in the
form of a certified or bank cashier's check payable to the order of the Fund or
the Custodian drawn on New York Clearing House funds and may deliver Securities
in accordance with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of Securities by the
Fund, the Fund shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan termination and return
of Securities: (a) the Series to which the Securities to be returned are
specifically allocated; (b) the name of the issuer and the title of the
Securities to be returned; (c) the number of shares or the principal amount to
be returned; (d) the date of termination; (e) th e total amount to be
delivered by the Custodian (including the cash collateral for such Securities
minus any offsetting credits as described in said Certificate); and (f) the
name of the broker, dealer or financial institution from which the Securiti es
will be returned. The Custodian shall receive all Securities returned from
the broker, dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys held for the
account of the Series specified in the Certificate, the total amount payable
upon such return of Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the Custodian nor its
nominee shall be liable for any loss or damage, including counsel fees,
resulting from its action or omission to act or otherwise, either hereunder or
under any Margin Account Agreement, except for any such loss or damage arising
out of its own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any Margin Account
Agreement, apply for and obtain the advice and o pinion 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. The Custodian shall be liable to th e Fund for any
loss or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or willful
misconduct on the part of the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing, the Custodian
shall be under no obligation to inquire into, and shall not be liable for:
(a) The validity of the issue of any Securities purchased, sold or
written by or for the Fund, the legality of the purchase, sale or writing
thereof, or the propriety of the amount paid or received therefor;
(b) The legality of the issue or sale of any of the Fund's Shares, or
the sufficiency of the amount to be received therefor;
(c) The legality of the redemption of any of the Fund's Shares, or the
propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any dividend by the
Fund;
(e) The legality of any borrowing by the Fund using Securities as
collateral;
(f) The legality of any loan of portfolio Securities pursuant to
Article XIV of this Agreement, nor shall the Custodian be under any duty or
obligation to see to it that any cash collateral delivered to it by a broker,
dealer or financial in stitution or held by it at any time as a result of such
loan of portfolio Securities of the Fund is adequate collateral for the Fund
against any loss it might sustain as a result of such loan. The Custodian
specifically, but not by way of limitation , shall not be under any duty or
obligation periodically to check or notify the Fund that the amount of such
cash collateral held by it for the Fund is sufficient collateral for the Fund,
but such duty or obligation shall be the sole responsibility o f the Fund. In
addition, the Custodian shall be under no duty or obligation to see that any
broker, dealer or financial institution to which portfolio Securities of the
Fund are lent pursuant to Article XIV of this Agreement makes payment to it of
a ny dividends or interest which are payable to or for the account of the
applicable Series of the Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian shall promptly
notify the Fund in the event that such dividends or interest are not paid and
received when due; or
(g) The sufficiency or value of any amounts of money and/or Securities
held in any Margin Account, Segregated Security Account or Collateral Account
in connection with transactions by the Fund. In addition, the Custodian shall
be under no d uty or obligation to see that any broker, dealer, futures
commission merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be entitled to
receive from such broker, dealer, futures commission merchant or Clearing
Member, to see that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the amount the Fund
is entitled to receive, or to notify the Fund of the Custodian's receipt or
non-receipt of any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any broker, dealer,
futures commission merchant or Clearing Member identified by the Fund the
payment o f any variation margin payment or similar payment that the Fund
asserts it is entitled to receive pursuant to the terms of a Margin Account
Agreement or otherwise from such broker, dealer, futures commission merchant or
Clearing Member.
3. 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 at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall not be liable
for ascertaining or acting upon any calls, conversions, exchange, offers,
tenders, interest rate changes or similar matters relating to Securities held
in the Depository, unless the Custodian shall have actually received timely
notice from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to collect, or
for the late collection or late crediting by t he Depository of any amount
payable upon Securities deposited in the Depository which may mature or be
redeemed, retired, called or otherwise become payable. However, upon receipt
of a Certificate from the Fund of an overdue amount on Securities hel d in the
Depository, the Custodian shall make a claim against the Depository on behalf
of the Fund, except that the Custodian shall not be under any obligation to
appear in, prosecute or defend any action, suit or proceeding in respect to any
Securit ies held by the Depository which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from the Transfer
Agent of the Fund nor to take any action to effect payment or distribution by
the Transfer Agent o f the Fund of any amount paid by the Custodian to the
Transfer Agent of the Fund in accordance with this Agreement.
6. The Custodian 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, unle ss and until (i) it shall be directed to take such action by
a Certificate and (ii) it shall be assured to its satisfaction of reimbursement
of its costs and expenses in connection with any such action.
7. The Custodian may appoint one or more banking institutions as
Depository or Depositories or as Sub-Custodian or Sub-Custodians, including,
but not limited to, banking institutions located in foreign countries, of
Securities and moneys at any time owned by the Fund, upon terms and conditions
approved in the Certificate, which shall, if requested by the Custodian, be
accompanied by an approving resolution of the Fund's Board adopted in
accordance with Rule 17f-5 under the Investment Co mpany Act of 1940, as
amended. Notwithstanding anything to the contrary contained in this Agreement,
the Custodian shall hold harmless and indemnify the Fund from and against any
losses, actions, claims, demands, expenses and proceedings, including counsel
fees, that occur as a result of any act or omission of any Foreign Sub-
Custodian or Depository with respect to the safekeeping of moneys and
securities of the Fund.
8. 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
account of the Fund are such as properly may be held by the Fund under the
provisions of its organi zation documents.
9. (a) The Custodian shall be entitled to receive and the Fund agrees
to pay to the Custodian all reasonable out-of-pocket expenses and such
compensation and fees as are specified on Schedule A hereto. The Custodian
shall not deem amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all fees for such
services shall be as set forth on Schedule B hereto and shall be provided for
the term of this Agreement without any automatic or unilateral increase. The
Custodian shall have the right to unilaterally increase the figures on Schedule
A on or after March 1, 1998 and on or after each succeeding March 1 thereafter
by an amount equal to 50% of the increase in the Co nsumer Price Index for the
calendar year ending on the December 31 immediately preceding the calendar year
in which such March 1 occurs, provided, however, that during each such annual
period commencing on a March 1, the aggregate increase during suc h period
shall not be in excess of 10%. Any increase by the Custodian shall be
specified in a written notice delivered to the Fund at least thirty days prior
to the effective date of the increase. The Custodian may charge such
compensation and any expenses incurred by the Custodian in the performance of
its duties pursuant to such agreement against any money held by it for the
account of the Fund. The Custodian shall also be entitled to charge against
any money held by it for the account of t he 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. The expenses
which the Custodian may charge against the account of the Fund include, but are
not limited to, the expenses of Sub-Custodians and foreign branches of the
Custodian incurred in settling outside of New York City transactions involving
the purchase and sale of Securities of the Fund.
(b) The Fund shall receive a credit for each calendar month
against such compensation and fees of the Custodian as may be payable by the
Fund with respect to such calendar month in an amount equal to the aggregate of
its Earnings Credit for such calendar month. In no event may any Earnings
Credits be carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law, transferred to, or
utilized by, any other person or entity , provided that any such transferred
Earnings Credit can be used only to offset compensation and fees of the
Custodian for services rendered to such transferee and cannot be used to pay
the Custodian's out-of-pocket expenses. For purposes of this su b-section (b),
the Fund is permitted to transfer Earnings Credits only to The Dreyfus
Corporation, its affiliates and/or any investment company now or in the future
for which The Dreyfus Corporation or any of its affiliates acts as the sole
investmen t adviser. For purposes of this sub-section (b), a fiscal year shall
mean the twelve-month period commencing on the effective date of this Agreement
and on each anniversary thereof.
10. The Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the Custodian and reasonably
believed by the Custodian to be a Certificate. The Custodian shall be
entitled to rely upon any Oral Instructions and any Written Instructions
actually received by the Custodian pursuant to Article IV or XI hereof. The
Fund agrees to forward to the Custodian a Certificate or facsimile thereof,
confirming such Oral Instructions or Written Inst ructions in such manner so
that such Certificate or facsimile thereof is received by the Custodian,
whether by hand delivery, telex or otherwise, by the close of business of the
same day that such Oral Instructions or Written Instructions are given t o the
Custodian. The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no liability to the Fund
in acting upon Oral Instructions given to the Custodian hereunder concerning
such transactions, provided such instructions reasonably appear to have been
received from an Authorized Pers on.
11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by the
Custodian to be given in accordance with the terms and conditions of any Margin
Account Agreement . Without limiting the generality of the foregoing, the
Custodian shall be under no duty to inquire into, and shall not be liable for,
the accuracy of any statements or representations contained in any such
instrument or other notice including, witho ut limitation, any specification of
any amount to be paid to a broker, dealer, futures commission merchant or
Clearing Member.
12. The books and records pertaining to the Fund which are in the
possession of the Custodian shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the Investment Company
Act of 1940, as a mended, and other applicable securities laws and rules and
regulations. The Fund, or the Fund's authorized representatives, shall have
access to such books and records during the Custodian's normal business hours.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by the Custodian to the Fund or the Fund's authorized
representative at the Fund's expense.
13. The Custodian shall provide the Fund with any report obtained by
the Custodian on the system of internal accounting control of the Book-Entry
System or the Depository, or O.C.C., and with such reports on its own systems
of internal accou nting control as the Fund may reasonably request from time to
time.
14. The Fund agrees to indemnify the Custodian against and save the
Custodian harmless from all liability, claims, losses and demands whatsoever,
including attorney's fees, howsoever arising or incurred because of or in
connection with the C ustodian's payment or non-payment of checks pursuant to
paragraph 6 of Article XII as part of any check redemption privilege program of
the Fund, except for any such liability, claim, loss and demand arising out of
the Custodian's own negligence or w illful misconduct.
15. Subject to the foregoing provisions of this Agreement, the
Custodian may deliver and receive Securities, and receipts with respect to such
Securities, and arrange for payments to be made and received by the Custodian
in accordance with t he customs prevailing from time to time among brokers or
dealers in such Securities.
16. The Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custo xxxx.
ARTICLE XVI
TERMINATION
1. (a) Any termination may be effected only by the terminating
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 gi ving of such notice.
(b) The Fund may at any time terminate this Agreement if the
Custodian has materially breached its obligations under this Agreement and such
breach has remained uncured for a period of thirty days after the Custodian's
receipt from t he Fund of written notice specifying such breach.
(c) Either party, immediately upon written notice to the other
party, may terminate this Agreement upon the Merger or Bankruptcy of the other
party.
(d) The Fund may at any time terminate this Agreement if
the Custodian has materially breached its obligations under the "Amendment to
Transfer Agency Agreements" dated August 18, 1989 and has not cured such breach
as promptly as practicable and in any event within seven days of its receipt of
written notice of such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from the willful misconduct
of the Custodian.
In the event notice of termination is given by the Fund, it shall be
accompanied by a copy of a resolution of the Fund's Board, certified by the
Secretary or any Assistant Secretary, electing to terminate this Agreement and
designating a succ essor custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000 aggregate capital, surplus and
undivided profits. In the event notice of termination is given by the
Custodian, the Fund shall, on or befor e the termination date, deliver to the
Custodian a copy of a resolution of its Board, certified by the Secretary or
any Assistant Secretary, designating a successor custodian or custodians. In
the absence of such designation by the Fund, the Custodi an may designate a
successor custodian which shall be a bank or trust company having not less than
$2,000,000 aggregate capital, surplus and undivided profits. Upon the date set
forth in such notice, this Agreement shall terminate and the Custodian shall,
upon receipt of a notice of acceptance by the successor custodian, on that date
deliver directly to the successor custodian all Securities and moneys then
owned by the Fund and held by it as Custodian, after deducting all fees,
expenses and ot her amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the Fund or the
Custodian in accordance with the preceding paragraph, the Fund shall, upon the
date specified in the notice of termination of this Agreement and upon the
delivery by the Custod ian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and moneys then owned
by the Fund, be deemed to be its own custodian, and the Custodian shall thereby
be relieved of all duties and resp onsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the Book-Entry System,
in any Depository or by a Clearing Member which cannot be delivered to the
Fund, to hold such Securities hereunder in accordance wi th this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate setting forth the
names of the present Authorized Persons. The Fund agrees to furnish to the
Custodian a new Certificate in similar form in the event that any such present
Authorized Person c eases to be an Authorized Person or in the event that other
or additional Authorized Persons are elected or appointed. Until such new
Certificate shall be received, the Custodian shall be fully protected in acting
under the provisions of this Agreem ent upon Oral Instructions or signatures of
the present Authorized Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate signed by two of the
present Officers of the Fund setting forth the names of the present Officers
of the Fund. The Fund agrees to furnish to the Custodian a new Certificate in
similar form in the event any such present Officer ceases to be an Officer of
the Fund, or in the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the Custodian shall
be fully protected in acting under the provisions of this Agreement upon the
signatures of the Officers as set forth in the last delivered Certificate.
3. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at 00
Xxxxxxxxxx Xxxx xx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other
place as the Custodian may from time to time designate in writing.
4. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund, shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at its offices at 000
Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000, or at such other
place as the Fund may from time to time designate in writing.
5. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality as this
Agreement and approved by a resolution of the Fund's Board.
6. 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 Custod ian, or by the Custodian without the written consent of
the Fund, authorized or approved by a resolution of its Board.
7. This Agreement shall be construed in accordance with the laws of
the State of New York.
8. 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.
9. This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund. The obligations of this Agreement shall only
be binding upon the assets and property of the Fund and shall not be binding
upon any trustee, of ficer 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, as of the day
and year first above written.
DREYFUS INSTITUTIONAL PREFERRED
MONEY MARKET FUND
By: /s/ Xxxxxxxxx X. Xxxxxx
__________________________
Vice President
Attest:
THE BANK OF NEW YORK
By: __________________________
Attest:
Appendix A
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN ACCOUNT
FOR PORTFOLIO SECURITIES TRANSACTIONS
Group I Group II
Xxxxxxx Xxxxxx, Xxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx X.
Xxxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx,
Xxxxxxx Xxxxxxx, Xxxx XxXxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxxxx
Xxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxx
Xxxx X. Xxxxxx
Xxxx Xxxxxx
Xxxxxxx X. Xxxxxxxx, Xx.
Cash Account
1. Fees payable to The Bank of New York pursuant to written agreement with
the Fund for services rendered in its capacity as Custodian or agent of the
Fund, or to Dreyfus Transfer, Inc. in its capacity as Transfer Agent or agent
of the Fund:
Two (2) signatures required, one of which must be from Group
II, except that no individual shall be authorized to sign more than once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either Group I or
Group II, or both such Groups, except that no individual shall be authorized to
sign more than once.
3. Other expenses of the Fund, over $5,000 but not over $25,000:
Two (2) signatures required, one of which must be from Group
II, except that no individual shall be authorized to sign more than once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group II,
including any one of the following: Xxxx X. Xxxxx, Xx., Xxxxxxxxxxx Xxxxxxx,
Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx or Xxxxxxx X.
Xxxxxxxx, Xx., except that no individual shall be authorized to sign more than
once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
Xxxxxx X. Xxxxxxxx, Xxxx X. Xxxxx, Xx., Xxxxxx X.
Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx,
Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxxx,
Xxxxxxxx Xxxxxx, Ri chard Wiener, Xxxxxxx Xxxxxxxxxxx, Xxxx XxXxx, Xxxxxx
Xxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxx XxXxxxxxx, Xxxxxxx Xxxxxxx and all current
Portfolio Managers.
Appendix B
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
The undersigned Officers of the Fund do hereby certify that the
following individuals, whose specimen signatures are on file with The Bank of
New York, have been duly elected or appointed by the Fund's Board to the
position set forth opposite their names and have qualified therefor:
Name Position
Xxxxx X. Xxxxxxxx President and Treasurer
Xxxx X. Xxxxxxxxx Vice President and Secretary
Xxxxxxxxx X. Xxxxxx Vice President and Assistant
Secretary
Xxxxxxx X. Xxxxxx Vice President and Assistant
Secretary
Xxxxxxx X. Xxxxxx Vice President and Assistant
Treasurer
Xxxx X. Xxxxx Vice President and Assistant
Secretary
Xxxxxx X. Tower, III Vice President and Assistant
Treasurer
Xxxx X. Xxxxxx Vice President and Assistant
Treasurer
Xxxxxxx X. Xxxxxxxxxx Vice President and Assistant
Treasurer
/s/ Xxxxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
______________________________ ______________________________
Xxxxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx,
Vice President and Assistant Vice President and Assistant
Secretary Secretary
Appendix C
The following are designated publications for purposes of paragraph
5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
The New York Times
Standard & Poor's Called Bond Record
The Wall Street Journal
Appendix D
Name of Series
Schedule A
The fees payable to the Custodian with respect to securities held in
domestic custody are annexed hereto.
DOMESTIC CUSTODY FEES
CUSTODY
HOLDING FEES TRANSACTION FEES
1 BP FIRST 500MM BOOK
1/2 BP ON NEXT 1.5B $7 PER
1/4 ON EXCESS
GLOBAL PHYSICAL
REVISED FEES BASED ON COUNTRY $13 PER
PAYDOWNS
$6 PER
NOTE: NO CHANGE TO HOLDING
FEE FOR THE FOLLOWING
TWO (2 FUNDS)
THE FOLLOWING TRANSACTIONS
DREYFUS LIQUID ASSETS, INC. REMAIN THE SAME
DREYFUS AMERICA EURO CD $40.00
PHYSICAL PUTS $20.00
SUB CUST. BOOK $20.00
TIME DEPOSITS $20.00
PRINCIPAL PAYM'TS $15.00
PTC SETTLEMENT $15.00
GNMA $10.00
MARGIN $5.00
FUTURES $5.00
OPTIONS $5.00
GLOBAL
REVISED FEES BASED ON COUNTRY
EARNINGS CREDIT BASED ON 100% OF CUSTODY BALANCES,
LESS DEPOSIT RESERVE REQUIREMENTS AND F.D.I.C. INSURANCE
Schedule B
The fees payable to the Custodian with respect to securities held in
foreign custody are annexed hereto.
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
SAFEKEEPING TRANSACTIONS
ARGENTINA 20 b.p. $ 70
AUSTRALIA 7 b.p. 50
AUSTRIA 7 b.p. 60
BANGLADESH 40 b.p. 000
XXXXXXX 7 b.p. 75
BRAZIL 45 b.p. 35
CANADA 7 b.p. 15
CHILE 35 b.p. 65
CHINA 25 b.p. 00
XXXXXXXX 00 x.x. 000
XXXXX XXXXXXXX 25 b.p. 55
DENMARK 7 b.p. 65
EUROMARKET/CEDEL 5 b.p. 15
FINLAND 10 b.p. 70
FRANCE 7 b.p. 70
GERMANY 7 b.p. 35
GREECE 30 b.p. 145
HONG KONG 12 b.p. 80
HUNGARY 65 b.p. 200
INDIA 50 b.p. 175
INDONESIA 12 b.p. 75
IRELAND 7 b.p. 50
ISRAEL 75 b.p. 55
ITALY 7 b.p. 75
JAPAN 7 b.p. 15
LUXEMBOURG 6.5 b.p. 75
MALAYSIA 13 b.p. 100
MEXICO 12 b.p. 60
NETHERLANDS 7 b.p. 15
NEW ZEALAND 7 b.p. 50
XXXXXX 0 x.x. 00
XXXXXXXX 40 b.p. 150
PERU 65 b.p. 000
XXXXXXXXXXX 12.5 b.p. 150
POLAND 50 b.p. 150
PORTUGAL 25 b.p. 220
SINGAPORE 10 b.p. 000
XXXXX XXXXXX 7 b.p. 50
SOUTH KOREA 13 b.p. 00
XXXXX 0 x.x. 00
XXX XXXXX 20 b.p. 60
SWEDEN 7 b.p. 50
XXXXXXXXXXX 0 x.x. 00
XXXXXX 00 b.p. 140
THAILAND 7 b.p. 00
XXXXXX 00 x.x. 00
XXXXXX XXXXXXX 7 b.p. 35
URUGUAY * 55 b.p. 75
VENEZUELA 45 b.p. 75
* $4,000 Per Year, Per Account.
OUT-OF-POCKET EXPENSES
TELEX, TELEPHONE, SECURITIES REGISTRATION, ETC., ARE IN ADDITION TO THE ABOVE.
