Exhibit (8) (b)
CUSTODY AGREEMENT
AGREEMENT dated as of May 10, 1996, between Dreyfus Variable Investment
Fund, an incorporated business trust organized under the laws of the
Commonwealth of Massachusets (the "Fund"), having its principal office and
place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and Mellon
Bank, N.A., (the "Custodian"), a national banking association with its
principal place of business at Xxx Xxxxxx Xxxx Xxxxxx, Xxxxxxxxxx, XX
00000, with respect to the Fund's Captial Appreciation, Growth and Income,
Quality Bond, Small Cap, Zero Coupon 2000, Small Company Stock and
Disciplined Stock Portfolios.
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:
1. Definitions.
Whenever used in this Agreement or in any Schedules to this Agreement,
the following words and phrases, unless the context otherwise requires,
shall have the following meanings:
(a) "Affiliated Person" shall have the meaning of the term
within Section 2(a)3 of the 1940 Act.
(b) "Authorized Person" shall mean those persons duly
authorized by the Board of Trustees of the Fund to give Oral
Instructions and Written Instructions on behalf of the Fund
and listed in the certification annexed hereto as Appendix A
or such other certification as may be received by the
Custodian from time to time.
(c) "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, in which the Custodian is hereby
specifically authorized and instructed on a continuous and
on-going basis to deposit all Securities eligible for deposit
therein, and to utilize the Book-Entry System to the extent
possible in connection with its performance hereunder.
(d) "Business Day" shall mean each day on which the Fund is
required to determine its net asset value, and any other day
on which the Securities and Exchange Commission may require
the Fund to be open for business.
(e) "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 two Authorized Persons or any two officers thereof.
(f) "Master Trust Agreement" shall mean the Agreement and
Declaration of Trust of the Fund dated October 29, 1986 as
the same may be amended from time to time.
(g) "Depository" shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and
Exchange Commission under Section 17(a) of the Securities
Exchange Act of 1934, as amended, its successor or successors
and its nominee or nominees, in which the Custodian is hereby
specifically authorized and instructed on a continuous and
on-going basis to deposit all Securities eligible for deposit
therein, and to utilize the Book-Entry System to the extent
possible in connection with its performance hereunder. The
term "Depository" shall further mean and include any other
person to be named in a Certificate authorized to act as a
depository under the 1940 Act, its successor or successors
and its nominee or nominees.
(h) "Money Market Security" shall be deemed to include,
without limitation, debt obligations issued or guaranteed as
to interest and principal by the government of the United
States or agencies or instrumentalities thereof ("U.S.
government securities"), commercial paper, bank certificates
of deposit, bankers' acceptances and short-term corporate
obligations, where the purchase or sale of such securities
normally requires settlement in federal funds on the same day
as such purchase or sale, and repurchase and reverse
repurchase agreements with respect to any of the foregoing
types of securities and bank time deposits.
(i) "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from a person reasonably
believed by the Custodian to be an Authorized Person.
(j) "Prospectus" shall mean the Fund's current prospectus
and statement of additional information relating to the
registration of the Fund's Shares under the Securities Act of
1933, as amended.
(k) "Shares" shall mean all or any part of each class of
shares of beneficial interest of the Fund listed in the
Certificate annexed hereto as Appendix B, as it may be
amended from time to time, which from time to time are
authorized and/or issued by the Fund.
(l) "Security" or "Securities" shall be deemed to include
bonds, debentures, notes, stocks, shares, evidences of
indebtedness, and other securities, commodities interests
and investments from time to time owned by the Fund.
(m) "Transfer Agent" shall mean the person which performs
the transfer agent, dividend disbursing agent and shareholder
servicing agent functions for the Fund.
(n) "Written Instructions" shall mean a written
communication actually received by the Custodian from a
person reasonably believed by the Custodian to be an
Authorized Person by any system, including, without
limitation, electronic transmissions, facsimile and telex,
whereby the receiver of such communication is able to verify
by codes or otherwise with a reasonable degree of certainty
the authenticity of the sender of such communication.
(o) The "1940 Act" refers to the Investment Company Act of
1940, and the Rules and Regulations thereunder, all as
amended from time to time.
2. Appointment of Custodian.
(a) The Fund hereby constitutes and appoints the Custodian
as custodian of all the Securities and monies at the time
owned by or in the possession of the Fund during the period
of this Agreement.
(b) The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
3. Compensation.
(a) The Fund will compensate the Custodian for its services
rendered under this Agreement in accordance with the fees set
forth in the Fee Schedule annexed hereto as Schedule A and
incorporated herein. Such Fee Schedule does not include out
of-pocket disbursements of the Custodian for which the
Custodian shall be entitled to xxxx separately. Out-of
pocket disbursements shall consist of the items specified in
the Schedule of Out-of-pocket charges annexed hereto as
Schedule B and incorporated herein, which schedule may be
modified by the Custodian upon not less than thirty days
prior written notice to the Fund.
(b) Any compensation agreed to hereunder may be adjusted
from time to time by attaching to Schedule A of this
Agreement a revised Fee Schedule, dated and signed by an
Authorized Officer or authorized representative of each party
hereto.
(c) The Custodian will xxxx the Fund as soon as practicable
after the end of each calendar month, and said xxxxxxxx will
be detailed in accordance with Schedule A, as amended from
time to time. The Fund will promptly pay to the Custodian
the amount of such billing. The Custodian may charge against
any monies held on behalf of the Fund pursuant to this
Agreement such compensation and disbursements incurred by the
Custodian in the performance of its duties pursuant to this
Agreement. The Custodian shall also be entitled to charge
against any money held on behalf of the Fund pursuant to this
Agreement the amount of any loss, damage, liability or
expense incurred with respect to the Fund, including counsel
fees, for which it shall be entitled to reimbursement under
the provisions of this Agreement.
4. Custody of Cash and Securities.
(a) Receipt and Holding of Assets.
The Fund will deliver or cause to be delivered to the
Custodian or its permitted Sub-Custodians all Securities and
monies owned by it at any time during the period of this
Agreement. The Custodian will not be responsible for such
Securities and monies until actually received by it. The
Fund shall instruct the Custodian from time to time in its
sole discretion, by means of Written Instructions, or, in
connection with the purchase or sale of Money Market
Securities, by means of Oral Instructions confirmed in
writing in accordance with Section 11(h) hereof or Written
Instructions, as to the manner in which and in what amounts
Securities and monies are to be deposited on behalf of the
Fund in the Book-Entry System or the Depository. Securities
and monies of the Fund deposited in 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 for which the Custodian acts in a
fiduciary or representative capacity.
(b) Accounts and Disbursements. The Custodian shall
establish and maintain a separate account for the Fund and
shall credit to the separate account all monies received by
it for the account of such Fund and shall disburse the same
only:
1. In payment for Securities purchased for the Fund,
as provided in Section 5 hereof;
2. In payment of dividends or distributions with
respect to the Shares, as provided in Section 7 hereof;
3. In payment of original issue or other taxes with
respect to the Shares, as provided in Section 8 hereof;
4. In payment for Shares which have been redeemed by
the Fund, as provided in Section 8 hereof;
5. Pursuant to a Certificate setting forth the name
and address of the person to whom the payment is to be
made, the amount to be paid and the purpose for which
payment is to be made, provided that in the event of
disbursements pursuant to this Sub-section 4(b)(5), the
Fund shall indemnify and hold the Custodian harmless
from any claims or losses arising out of such
disbursements in reliance on such Certificate; or
6. In payment of fees and in reimbursement of the
expenses and liabilities of the Custodian attributable
to the Fund, as provided in Sections 3 and 11(i).
(c) Confirmation and Statements. Promptly after the close
of business on each day, the Custodian shall furnish the Fund
with confirmations and a summary of all transfers to or from
the account of the Fund during said day. Where securities
purchased by the Fund are in a fungible bulk of securities
registered in the name of the Custodian (or its nominee) or
shown on the Custodian's account on the books of the
Depository or the Book-Entry System, the Custodian shall by
book entry or otherwise identify the quantity of those
securities belonging to the Fund. At least monthly, the
Custodian shall furnish the Fund with a detailed statement of
the Securities and monies held for the Fund under this
Agreement.
(d) Registration of Securities and Physical Separation. All
Securities held for the Fund which are issued or issuable
only in bearer form, except such Securities as are held in
the Book-Entry System, shall be held by the Custodian in that
form; all other Securities held for the Fund may be
registered in the name of the Fund, in the name of the
Custodian, in the name of any duly appointed registered
nominee of the Custodian as the Custodian may from time to
time determine, or in the name of the Book-Entry System or
the Depository or their successor or successors, or their
nominee or nominees. The Fund reserves the right to instruct
the Custodian as to the method of registration and
safekeeping of the Securities. 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 the Fund and which may
from time to time be registered in the name of the Fund. The
Custodian shall hold all such Securities specifically
allocated to the Fund which are not held in the Book-Entry
System or the Depository in a separate account for the Fund
in the name of the Fund physically segregated at all times
from those of any other person or persons.
(e) Segregated Accounts. Upon receipt of a Certificate the
Custodian will establish segregated accounts on behalf of the
Fund to hold liquid or other assets as it shall be directed
by a Certificate and shall increase or decrease the assets in
such segregated accounts only as it shall be directed by
subsequent Certificate.
(f) Collection of Income and Other Matters Affecting
Securities. 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 deposited, shall with respect to all
Securities held for the Fund in accordance with this
Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable
upon all Securities which may mature or be called,
redeemed, retired or otherwise become payable.
Notwithstanding the foregoing, the Custodian only shall
have such responsibility to the Fund for Securities
which are called if either (i) the Custodian received 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 (5) Business Days prior
notification to the Fund;
3. Surrender Securities in temporary form for
definitive Securities;
4. Execute 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
5. Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein
deposited, for the account of the Fund all rights and
similar Securities issued with respect to any Securities
held by the Custodian hereunder for the Fund.
(g) Delivery of Securities and Evidence of Authority. Upon
receipt of a Certificate, the Custodian, directly or through
the use of the Book-Entry System or the Depository, shall:
1. Execute and deliver or cause to be executed and
delivered 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;
2. Deliver or cause to be delivered any Securities
held for the Fund in exchange for other Securities or
cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of
any conversion privilege;
3. Deliver or cause to be delivered any Securities
held for the Fund to any protective committee,
reorganization committee or other person in connection
with the reorganization, refinancing, merger,
consolidation or recapitalization or sale of assets of
any corporation, and receive and hold under the terms of
this Agreement in the separate account for the Fund such
certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to
evidence such delivery;
4. Make or cause to be made such transfers or
exchanges of the assets specifically allocated to the
separate account of the Fund and take such other steps
as shall be stated in a Certificate to be for the
purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
5. Deliver Securities upon the receipt of payment in
connection with any repurchase agreement related to such
Securities entered into by the Fund;
6. Deliver Securities owned by the Fund to the issuer
thereof or its agent when such Securities are called or
otherwise become payable. Notwithstanding the
foregoing, the Custodian shall have no responsibility
for monitoring or ascertaining any call, redemption or
retirement dates with respect to put bonds which are
owned by the Fund and held by the Custodian or its
nominees. Nor shall the Custodian have any
responsibility or liability to the Fund for any loss by
the Fund for any missed payments or other defaults
resulting therefrom; unless the Custodian received
timely notification from the Fund specifying the time,
place and manner for the presentment of any such put
bond owned by the Fund and held by the Custodian or its
nominee. The Custodian shall not be responsible and
assumes no liability to the Fund for the accuracy or
completeness of any notification the Custodian may
furnish to the Fund with respect to put bonds
7. Deliver Securities for delivery in connection with
any loans of Securities made by the Fund but only
against receipt of adequate collateral as agreed upon
from time to time by the Custodian and the Fund which
may be in the form of cash or U.S. government securities
or a letter of credit;
8. Deliver Securities for delivery as security in
connection with any borrowings by the Fund requiring a
pledge of Fund assets, but only against receipt of
amounts borrowed;
9. Deliver Securities upon receipt of a Certificate
from the Fund for delivery to the Transfer Agent or to
the holders of Shares in connection with distributions
in kind, as may be described from time to time in the
Fund's Prospectus, in satisfaction of requests by
holders of Shares for repurchase or redemption;
10. Deliver Securities as collateral in connection with
short sales by the Fund of common stock for which the
Fund owns the stock or owns preferred stocks or debt
securities convertible or exchangeable, without payment
or further consideration, into shares of the common
stock sold short;
11. Deliver Securities for any purpose expressly
permitted by and in accordance with procedures described
in the Fund's Prospectus; and
12. Deliver Securities for any other proper business
purpose, but only upon receipt of, in addition to
Written Instructions, a certified copy of a resolution
of the Board of Directors signed by an Authorized Person
and certified by the Secretary of the Fund, specifying
the Securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring
such purpose to be a proper business purpose, and naming
the person or persons to whom delivery of such
Securities shall be made.
(h) Endorsement and Collection of Checks, Etc. The
Custodian is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Fund.
5. Purchase and Sale of Investments of the Fund.
(a) Promptly after each purchase of Securities for the Fund,
the Fund shall deliver to the Custodian (i) with respect to
each purchase of Securities which are not Money Market
Securities, a Certificate; and (ii) with respect to each
purchase of Money Market Securities, either a Written
Instruction or Oral Instruction, in either case specifying
with respect to each purchase: (1) the name of the issuer
and the title of the Securities; (2) the number of shares or
the principal amount purchased and accrued interest, if any;
(3) the date of purchase and settlement; (4) the purchase
price per unit; (5) the total amount payable upon such
purchase; (6) the name of the person from whom or the broker
through whom the purchase was made, if any; and (7) whether
or not such purchase is to be settled through the Book-Entry
System or the Depository. The Custodian shall receive the
Securities purchased by or for the Fund and upon receipt of
Securities shall pay out of the monies held for the account
of the Fund the total amount payable upon such purchase,
provided that the same conforms to the total amount payable
as set forth in such Certificate, Written or Oral
Instruction.
(b) Promptly after each sale of Securities of the Fund, the
Fund shall deliver to the Custodian (i) with respect to each
sale of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each sale of Money
Market Securities, either Written Instruction or Oral
Instructions, in either case specifying with respect to such
sale: (1) the name of the issuer and the title of the
Securities; (2) the number of shares or principal amount
sold, and accrued interest, if any; (3) the date of sale; (4)
the sale price per unit; (5) the total amount payable to the
Fund upon such sale; (6) the name of the broker through whom
or the person to whom the sale was made; and (7) whether or
not such sale is to be settled through the Book-Entry System
or the Depository. The Custodian shall deliver or cause to
be delivered the Securities to the broker or other person
designated by the Fund upon receipt of the total amount
payable to the Fund upon such sale, provided that the same
conforms to the total amount payable to the Fund as set forth
in such Certificate, Written or Oral Instruction. 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 Securities.
6. Lending of Securities.
If the Fund is permitted by the terms of the Master
Trust Agreement and as disclosed in its Prospectus to lend
securities, within 24 hours after each loan of Securities,
the Fund shall deliver to the Custodian a Certificate
specifying with respect to each such loan: (a) the name of
the issuer and the title of the Securities; (b) the number
of shares or the principal amount loaned; (c) the date of
loan and delivery; (d) the total amount to be delivered to
the Custodian, and specifically allocated against the loan of
the Securities, including the amount of cash collateral and
the premium, if any, separately identified; and (e) the name
of the broker, dealer or financial institution to which the
loan was made.
Promptly after each termination of a loan of Securities,
the Fund shall deliver to the Custodian a Certificate
specifying with respect to each such loan termination and
return of Securities: (a) the name of the issuer and the
title of the Securities to be returned; (b) the number of
shares or the principal amount to be returned; (c) the date
of termination; (d) the 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 (e) the name of the broker, dealer or
financial institution from which the Securities 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 the total amount payable upon such return of Securities
as set forth in the Certificate. Securities returned to the
Custodian shall be held as they were prior to such loan.
7. Payment of Dividends or Distributions.
(a) The Fund shall furnish to the Custodian a Certificate
specifying the date of payment of any dividend or
distribution, and the total amount payable to the Transfer
Agent on the payment date.
(b) Upon the payment date specified in such Certificate, the
Custodian shall pay out the total amount payable to the
Transfer Agent of the Fund.
8. Sale and Redemption of Shares of the Fund.
(a) Whenever the Fund shall sell any Shares, or whenever any
shares are redeemed, the Fund shall deliver or cause to be
delivered to the Custodian a Written Instruction from the
Transfer Agent duly specifying:
1. The net amount of money to be received by the
Custodian, where the sale of such Shares exceeds
redemption; and
2. The net amount of money to be paid for such Shares,
where redemptions exceed purchases.
The Custodian understands and agrees that Written
Instructions may be furnished subsequent to the purchase of
Shares and that the information contained therein will be
derived from the sales of Shares as reported to the Fund by
the Transfer Agent.
(b) Upon receipt of money from the Transfer Agent, the
Custodian shall credit such money to the separate account of
the Fund.
(c) Upon issuance of any Shares in accordance with the
foregoing provisions of this Section 8, the Custodian shall
pay all original issue or other taxes required to be paid in
connection with such issuance upon the receipt of a Written
Instruction specifying the amount to be paid.
(d) Upon receipt from the Transfer Agent of Written
Instructions setting forth the net amount of money to be paid
for Shares received by the Transfer Agent for redemption, the
Custodian shall make payment to the Transfer Agent of such
net amount.
9. Indebtedness.
(a) The Fund will cause to be delivered to the Custodian by
any bank (excluding the Custodian) from which the Fund
borrows money for investment or for temporary administrative
or emergency purposes using Securities 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 stating with respect to each such
borrowing: (1) the name of the bank; (2) the amount and
terms of the borrowing, which may be set forth by
incorporating by reference an attached promissory note, duly
endorsed by the Fund, or other loan agreement; (3) the time
and date, if known, on which the loan is to be entered into
(the "borrowing date"); (4) the date on which the loan
becomes due and payable; (5) the total amount payable to the
Fund on the borrowing date; (6) 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 principal amount of any particular Securities;
and (7) a statement that such loan is in conformance with the
1940 Act and the Fund's Prospectus.
(b) Upon receipt of the Certificate referred to in
subparagraph (a) above, the Custodian shall deliver on the
borrowing date the specified collateral and the executed
promissory note, if any, against delivery by the lending bank
of the total amount of the loan payable, provided 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 as additional
collateral in the manner directed by the Fund from time to
time such Securities as may be specified in the Certificate
to collateralize further any transaction described in this
Section 9. 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 specify in the Certificate all of the
information required by this Section 9, the Custodian shall
not be under any obligation to deliver any Securities.
Collateral returned to the Custodian shall be held hereunder
as it was prior to being used as collateral.
10. Persons Having Access to Assets of the Fund.
(a) No trustee or agent of the Fund, and no officer,
director, employee or agent of the Fund's investment adviser,
of any sub-investment adviser of the Fund, or of the Fund's
administrator, shall have physical access to the assets of
the Fund held by the Custodian or be authorized or permitted
to withdraw any investments of the Fund, nor shall the
Custodian deliver any assets of the Fund to any such person.
No officer, director, employee or agent of the Custodian who
holds any similar position with the Fund's investment
adviser, with any sub-investment adviser of the Fund or with
the Fund's administrator shall have access to the assets of
the Fund.
(b) Nothing in this Section 10 shall prohibit any duly
authorized officer, employee or agent of the Fund, or any
duly authorized officer, director, employee or agent of the
investment adviser, of any sub-investment adviser of the Fund
or of the Fund's administrator, from giving Oral Instructions
or Written Instructions to the Custodian or executing a
Certificate so long as it does not result in delivery of or
access to assets of the Fund prohibited by paragraph (a) of
this Section 10.
11. Concerning the Custodian.
(a) Standard of Conduct. Notwithstanding any other
provision of this Agreement, 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, except for any such loss or damage arising out of
the negligence, misfeasance or willful misconduct of the
Custodian or any of its employees, Sub-Custodians or agents.
The Custodian may, with respect to questions of law, apply
for and obtain the advice and opinion of counsel to the Fund
or of its own counsel, at the expense of the Fund, and shall
be fully protected with respect to anything done or omitted
by it in good faith in conformity with such advice or
opinion. The Custodian shall not be liable to the Fund for
any loss or damage resulting from the use of the Book-Entry
System or the Depository, except to the extent such loss or
damage arises by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
(b) Limit of Duties. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or obligation
to inquire into, and shall not be liable for:
1. The validity of the issue of any Securities
purchased by the Fund, the legality of the purchase
thereof, or the propriety of the amount paid therefor;
2. The legality of the sale of any Securities by the
Fund or the propriety of the amount for which the same
are sold;
3. The legality of the issue or sale of any Shares, or
the sufficiency of the amount to be received therefor;
4. The legality of the redemption of any Shares, or
the propriety of the amount to be paid therefor;
5. The legality of the declaration or payment of any
distribution of the Fund;
6. The legality of any borrowing for temporary or
emergency administrative purposes.
(c) No Liability Until Receipt. The Custodian shall not be
liable for, or considered to be the Custodian of, any money,
whether or not represented by any check, draft, or other
instrument for the payment of money, received by it on behalf
of the Fund until the Custodian actually receives and
collects such money directly or by the final crediting of the
account representing the Fund's interest in the Book-Entry
System or the Depository.
(d) Amounts Due from Transfer Agent. 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 nor to take any action to effect payment or
distribution by the Transfer Agent of any amount paid by the
Custodian to the Transfer Agent in accordance with this
Agreement.
(e) Collection Where Payment Refused. 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, unless and until (a) it
shall be directed to take such action by a Certificate and
(b) it shall be assured to its satisfaction of reimbursement
of its costs and expenses in connection with any such action.
(f) Appointment of Agents and Sub-Custodians. The Custodian
may appoint one or more banking institutions, including but
not limited to banking institutions located in foreign
countries, to act as Depository or Depositories or as Sub
Custodian or as Sub-Custodians of Securities and monies at
any time owned by the Fund. The Custodian shall use
reasonable care in selecting a Depository and/or Sub
Custodian located in a country other than the United States
("Foreign Sub-Custodian"), which selection shall be in
accordance with the requirements of Rule 17f-5 under the 1940
Act, and shall oversee the maintenance of any Securities or
monies of the Fund by any Foreign Sub-Custodian. In
addition, the Custodian shall hold the Fund harmless from,
and indemnify the Fund against, any loss, action, claim,
demand, expense and proceeding, including counsel fees, that
occurs as a result of the failure of any Foreign Sub
Custodian or Depository to exercise reasonable care with
respect to the safekeeping of Securities and monies of the
Fund. Notwithstanding the generality of the foregoing,
however, the Custodian shall not be liable for any losses
resulting from the general risk of investing or holding
Securities and monies in a particular country, including, but
not limited to, losses resulting from nationalization,
expropriation, devaluation, revaluation, confiscation,
seizure, cancellation, destruction or similar action by any
governmental authority, de facto or de jure; or enactment,
promulgation, imposition or enforcement by any such
governmental authority of currency restrictions, exchange
controls, taxes, levies or other charges affecting the Fund's
property; or acts of war, terrorism, insurrection or
revolution; or any other similar act or event beyond the
Custodian's control.
(g) No Duty to Ascertain Authority. The Custodian shall not
be under any duty or obligation to ascertain whether any
Securities at any time delivered to or held by it for the
Fund are such as may properly be held by the Fund under the
provisions of the Master Trust Agreement and the Prospectus.
(h) Reliance on Certificates and Instructions. 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
genuine and to be signed by an officer or Authorized Person
of the Fund. The Custodian shall be entitled to rely upon
any Written Instructions or Oral Instructions actually
received by the Custodian pursuant to the applicable Sections
of this Agreement and reasonably believed by the Custodian to
be genuine and to be given by an Authorized Person. The Fund
agrees to forward to the Custodian Written Instructions from
an Authorized Person confirming such Oral Instructions in
such manner so that such Written Instructions are received by
the Custodian, whether by hand delivery, telex or otherwise,
by the close of business on the same day that such Oral
Instructions are given to 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 a duly Authorized Person.
(i) Overdraft Facility and Security for Payment. In the
event that the Custodian is directed by Written Instruction
(or Oral Instructions confirmed in writing in accordance with
Section 11(h) hereof) to make any payment or transfer of
monies on behalf of the Fund for which there would be, at the
close of business on the date of such payment or transfer,
insufficient monies held by the Custodian on behalf of the
Fund, the Custodian may, in its sole discretion, provide an
overdraft (an "Overdraft") to the Fund in an amount
sufficient to allow the completion of such payment or
transfer. Any Overdraft provided hereunder: (a) shall be
payable on the next Business Day, unless otherwise agreed by
the Fund and the Custodian; and (b) shall accrue interest
from the date of the Overdraft to the date of payment in full
by the Fund at a rate agreed upon in writing, from time to
time, by the Custodian and the Fund. The Custodian and the
Fund acknowledge that the purpose of such Overdraft is to
temporarily finance the purchase of Securities for prompt
delivery in accordance with the terms hereof, to meet
unanticipated or unusual redemption, to allow the settlement
of foreign exchange contracts or to meet other emergency
expenses not reasonably foreseeable by the Fund. The
Custodian shall promptly notify the Fund in writing (an
"Overdraft Notice") of any Overdraft by facsimile
transmission or in such other manner as the Fund and the
Custodian may agree in writing. To secure payment of any
Overdraft, the Fund hereby grants to the Custodian a
continuing security interest in and right of setoff against
the Securities and cash in the Fund's account from time to
time in the full amount of such Overdraft. Should the Fund
fail to pay promptly any amounts owed hereunder, the
Custodian shall be entitled to use available cash in the
Fund's account and to liquidate Securities in the account as
is necessary to meet the Fund's obligations under the
Overdraft. In any such case, and without limiting the
foregoing, the Custodian shall be entitled to take such other
actions(s) or exercise such other options, powers and rights
as the Custodian now or hereafter has as a secured creditor
under the Pennsylvania Uniform Commercial Code or any other
applicable law.
(j) Inspection of Books and Records. The books and records
of the Custodian shall be open to inspection and audit at
reasonable times by officers and auditors employed by the
Fund and by the appropriate employees of the Securities and
Exchange Commission.
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
and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from
time to time.
12. Term and Termination.
(a) This Agreement shall become effective on the date first
set forth above (the "Effective Date") and shall continue in
effect thereafter until such time as this Agreement may be
terminated in accordance with the provisions hereof.
(b) Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in writing
specifying the date of such termination, which shall be not
less than 60 days after the date of receipt of such notice.
In the event such notice is given by the Fund, it shall be
accompanied by a certified vote of the Board of Trustees of
the Fund, electing to terminate this Agreement and
designating a successor custodian or custodians, which shall
be a person qualified to so act under the 1940 Act.
In the event such notice is given by the Custodian, the
Fund shall, on or before the termination date, deliver to the
Custodian a certified vote of the Board of Trustees of the
Fund, designating a successor custodian or custodians. In
the absence of such designation by the Fund, the Custodian
may designate a successor custodian, which shall be a person
qualified to so act under the 0000 Xxx. If the Fund fails to
designate a successor custodian, the Fund shall upon the date
specified in the notice of termination of this Agreement and
upon the delivery by the Custodian of all Securities (other
than Securities held in the Book-Entry System which cannot be
delivered to the Fund) and monies then owned by the Fund, be
deemed to be its own custodian and the Custodian shall
thereby be relieved of all duties and responsibilities
pursuant to this Agreement, other than the duty with respect
to Securities held in the Book-Entry System which cannot be
delivered to the Fund.
(c) Upon the date set forth in such notice under paragraph
(b) of this Section 12, this Agreement shall terminate to the
extent specified in such notice, 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 monies then held by the Custodian on behalf of
the Fund, after deducting all fees, expenses and other
amounts for the payment or reimbursement of which it shall
then be entitled.
13. Limitation of Liability.
The Fund and the Custodian agree that the obligations of
the Fund under this Agreement shall not be binding upon any
of the Trustees, shareholders, nominees, officers, employees
or agents, whether past, present or future, of the Fund,
individually, but are binding only upon the assets and
property of the Fund, as provided in the Master Trust
Agreement. The execution and delivery of this Agreement have
been authorized by the Trustees of the Fund, and signed by an
authorized officer of the Fund, acting as such, and neither
such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by
any of them or any shareholder of the Fund individually or to
impose any liability on any of them or any shareholder of the
Fund personally, but shall bind only the assets and property
of the Fund as provided in the Master Trust Agreement.
14. Miscellaneous.
(a) Annexed hereto as Appendix A is a certification signed
by the Secretary of the Fund setting forth the names and the
signatures of the present Authorized Persons. The Fund
agrees to furnish to the Custodian a new certification in
similar form in the event that any such present Authorized
Person ceases to be such an Authorized Person or in the event
that other or additional Authorized Persons are elected or
appointed. Until such new certification shall be received,
the Custodian shall be fully protected in acting under the
provisions of this Agreement upon Oral Instructions or
signatures of the present Authorized Persons as set forth in
the last delivered certification.
(b) Annexed hereto as Appendix B is a certification signed
by the Secretary of the Fund setting forth the names and the
signatures of the present officers of the Fund. The Fund
agrees to furnish to the Custodian a new certification 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
certification shall be received, the Custodian shall be fully
protected in acting under the provisions of this Agreement
upon the signature of an officer as set forth in the last
delivered certification.
(c) 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 Xxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxxxxx, XX 00000 or at such other place as the
Custodian may from time to time designate in writing.
(d) 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 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 or at such other place as the Fund may from
time to time designate in writing.
(e) 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, (i) authorized, or
ratified and approved by a vote of the Board of Trustees of
the Fund, including a majority of the members of the Board of
Trustees of the Fund who are not "interested persons" of the
Fund (as defined in the 1940 Act), or (ii) authorized, or
ratified and approved by such other procedures as may be
permitted or required by the 1940 Act.
(f) This Agreement shall extend to and shall be binding upon
the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of
the Fund authorized or approved by a vote of the Board of
Trustees of the Fund. Nothing in this Agreement shall give
or be construed to give or confer upon any third party any
rights hereunder.
(g) The Fund represents that a copy of the Master Trust
Agreement is on file with the Secretary of the Commonwealth
of Massachusetts.
(h) This Agreement shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania.
(i) The captions of the Agreement are included for
convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect.
(j) This agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective representatives duly authorized as of
the day and year first above written.
Dreyfus Variable Investment Fund
By:
Name:
Title:
MELLON BANK, N.A.
By:
Name:
Title:
CUSTODIAN ACCOUNT FOR PORTFOLIO SECURITIES TRANSACTIONS
APPENDIX A
Xxxx X. Xxxxxxxxx, Secretary of Dreyfus Variable Investment Fund, a
business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund"), do hereby certify that:
The following individuals have been duly authorized as Authorized
Persons to give Oral Instructions and Written Instructions on behalf of the
Fund and portfolios indicated and the specimen signatures set forth
opposite their respective names are their true and correct signatures:
Name Signature Portfolio*
Xxx Xxxxxxx (CAP,GIP,SCSP, DSP)
Xxxx Xxxxx (QBP, ZCP)
Xxx Xxxxxxx (SCP)
Xxxxx Xxxxxxx (CAP, GIP)
Xxxx XxXxxxxx (QBP, ZCP)
Xxxx Xxxxxxx (SCP)
Xxxxx Xxxx (SCSP, DSP)
Xxx Xxxxx (DSP, CAP, GIP,
SCSP)
Xxxx Xxxxxx (QBP, ZCP)
Xxxx Xxxxxxx (SCP)
Name Signature Portfolio*
Xxxxx Xxxxxx (CAP, GIP)
Xxxx Xxxxxxxx (GIP, CAP)
Xxxxxxxxx Xxxxx (QBP)
Xxxx Xxxxxx ("SCP")
Xxxxx Xxxxxxxx ("ZCP")
Xxxxx Xxxxxxxxx ("SCSP")
Xxxx Xxxxxxxx ("DSP")
Xxxx Xxxxxxxx ("QBP, ZCP")
Xxxxxx X'Xxxxxxxx ("SCP")
Xxxxxx Xxxxxx ("SCP")
Xxxxx Xxxxxxxx ("DSP")
___________________________________
* Capital Appreciation Portfolio ("CAP")
Growth and Income Portfolio ("GIP")
Quality Bond Portfolio ("QBP")
Small Cap Portfolio ("SCP")
Zero Coupon Portfolio ("ZCP")
Small Company Stock Portfolio ("SCSP")
Disciplined Stock Portfolio ("DSP")
Secretary
Dated: May 10, 0000
XXXXXXXX X
DREYFUS VARIABLE INVESTMENT FUND
I, Xxxx X. Xxxxxxxx, Vice President and Assistant Secretary of Dreyfus
Variable Investment Fund, a business trust organized and existing under the
laws of the Commonwealth of Massachusetts (the "Fund"), do hereby certify
that the only series of shares of the Fund issued and/or authorized by the
Fund as of the date of this Custody Agreement are shares of beneficial
interest, $.001 par value, as follows:
Capital Appreciation Portfolio
Growth and Income Portfolio
Small Cap Portfolio
Small Company Stock Portfolio
Disciplined Stock Portfolio
Quality Bond Portfolio
Zero Coupon Portfolio
Money Market Portfolio*
Managed Assets Portfolio*
International Value Portfolio*
International Equity Portfolio*
________________________
*Mellon Bank, N.A. does
not serve as custodian
with respect to these
Portfolios.
Dated:
APPENDIX C
The following are designated publications for purposes of Section 4 (f)
2:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
SCHEDULE A
I. Asset Based Charges
A. U.S. Securities (Net Asset Value)
First $1 Billion 0.70 Basis Points
Next $1 Billion 0.50 Basis Points
Excess 0.25 Basis Points
B. International Securities (Market Value)
Foreign Assets in all funds will be totaled by country and charged a
basis point fee by category.
Euroclear 5.00 Basis Points
Category I 8.00 Basis Points
Category II 14.00 Basis Points
Category III 16.00 Basis Points
Category IV 45.00 Basis Points
(A complete listing of countries is on page 2 of this fee schedule)
II. Transaction Charges
A. Domestic
U.S. Buy/Sell transaction (DTC, PTC, Fed):
Zero Coupon Portfolio $10
Quality Bond Portfolio $10
Small Cap Portfolio $10
Growth and Income Portfolio $ 7
Capital Appreciaton Portfolio $ 7
Small Company Stock Portfolio $ 7
Disciplined Stock Portfolio $ 7
Physical U.S. Buy/Sell transaction $20
B. International
Euroclear $ 25
Category I $ 35
Category II $ 60
Category III $ 80
Category IV $100
C. Other Transactions
Futures Transaction $ 8
Paydown Transaction $ 5
Margin Variation Wire $ 10
F/X not executed at BSDT $ 20
Options Round Trip $ 20
Wire Transfer $ 5
III. Out-of-Pocket Expenses
The Custodian will pass through to the client any out-of-pocket
expenses including, but not limited to, postage, courier expense,
registration fees, stamp duties telex charges, custom reporting or
custom programming, internal/external tax, legal or consulting costs,
proxy voting expenses, etc.
The Custodian reserves the right to amend its fees if the service
requirements change in a way that materially affects our
responsibilities or costs. Support of other derivative investment
strategies or special processing requirements (e.g. external cash
sweep, third party securities lending etc.) may result in additional
fees.
IV. Country by Country Categories:
Category I Category II Category III CategoryIV
Australia Argentina Austria Bangladesh
Belgium Denmark Indonesia Brazil
Canada Finland Israel Colombia
France Hong Kong South Korea China
Germany Malaysia Philippines Czech Republic
Ireland Mexico Singapore Greece
Italy Norway Thailand India
Japan Spain Jordan
Netherlands Luxembourg
New Zealand Pakistan
South Africa Peru
Sweden Poland
Switzerland Portugal
United Kingdom Sri Lanka
Cedel Taiwan
Turkey
Uruguay
Venezuela
SCHEDULE B
The Fund will pay to the Custodian as soon as possible after the end of
each month all out-of-pocket expenses reasonably incurred in connection
with the assets of the Fund.
