AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement made as
of August 18, 1989 between DREYFUS TREASURY CASH
MANAGEMENT, a business trust organized and existing
under the laws of the Commonwealth of Massachusetts,
having its principal office and place of business at 000
Xxx Xxxxxxx Xxxx, Xxxxxx 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 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(hereinafter called the "Custodian").
W IT X X X X X X X :
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 Trustees of
the Fund to give Oral Instructions and Written
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 winding 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
substantially 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 two 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 reasonably 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 paragraph 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 Futures 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 certified copy of a resolution
of the Fund's Trustees 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, its
successor or successors and its nominee or nominees,
specifically identified in a certified copy of a
resolution of the Fund's Trustees 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 (591) 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 Member, 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 Securities 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
have 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 (a) with respect to
the Fund, the consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its
assets to, another entity, where the Fund is not the
surviving entity, and (b) with respect to the Custodian,
any consolidation or amalgamation with, merger into, or
transfer of all or substantially all of its assets to,
another entity, except for any such consolidation,
amalgamation, merger or transfer of assets between the
Custodian and The Bank of New York Company, Inc. or any
subsidiary thereof, provided that the surviving entity
agrees to be bound by the terms of this Agreement.
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 normally requires
settlement in Federal funds on the same 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 Trustees of the Fund 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 underlying 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, Financial 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 authorities (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
instruments 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. "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.
30. "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 stock index at the
close of the last business day of the contract and the
price at which the futures contract is originally
struck.
31. "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 date of exercise.
32. "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 whereby the receiver of
such communications is able to verify by codes or
otherwise with a reasonable degree of certainty the
authenticity of the sender of such communication.
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 any 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 it, including cash
received for the issuance of its shares, at any time
during the period of this Agreement. 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 the Fund's
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
Trustees of the Fund 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 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. Prior
to a deposit of Securities of the Fund in the Depository
the Fund shall deliver to the Custodian a certified
resolution of the Trustees of the Fund approving,
authorizing and instructing the Custodian on a
continuous and on-going basis until instructed to the
contrary by a Certificate actually 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 the Fund 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 respect 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 of Trustees
approving, authorizing and instructing the Custodian on
a continuous 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 all moneys received by
it for the account of the Fund, and shall disburse the
same 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, 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 the Fund during said day. Where
Securities are transferred to the account of the Fund,
the Custodian shall also by book-entry or otherwise
identify as belonging to the Fund a quantity of
Securities in a fungible bulk of Securities registered
in the name of the Custodian (or its nominee) or shown
on the Custodian's account 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 the Fund under this Agreement.
4. Except as otherwise provided in paragraph
7 of this Article and in Article VIII, 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 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 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 which are not
held in the Book-Entry System or in the Depository in a
separate account in the name of the Fund physically
segregated at all times form 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 deposited,
shall with respect to all Securities held for the Fund
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 provide 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
conditional 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 1940, 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 the Fund 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 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;
(c) Deliver any Securities held for the Fund
to any protective committee, reorganization committee or
other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold
under the terms of this Agreement such certificates of
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 Fund 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
availability 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 Futures 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, dealer 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 Contract
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 certificate 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 purchase 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) the name of the
issuer and the title of the Securities; (b) the number
of shares or the principal amount purchased and accrued
interest, if any; (c) the date of purchase and
settlement; (d) the purchase price per unit; (e) the
total amount payable upon such purchase; (f) the name of
the person from whom or the broker through whom the
purchase was made, and the name of the clearing broker,
if any; and (g) the name of the broker to which payment
is to be made. The Custodian shall, upon receipt of
Securities purchased by or for the Fund, pay out of the
moneys held for the account of the Fund the total amount
payable to the person from whom, or the broker through
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 Securities 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 name
of the issuer and the title of the Security; (b) the
number of shares or principal amount sold, and accrued
interest, if any; (c) the date of sale; (d) the sale
price per unit; (e) the total amount payable to the Fund
upon such sale; (f) 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 (g) 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 upon such sale,
provided that the same conforms to the total amount
payable as set forth in such Certificate, Oral
Instructions 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 Securities.
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 type of Option (put or call); (b) 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 purchased; (c) the
expiration date; (d) the exercise price; (e) the dates
of purchase and settlement; (f) the total amount payable
by the Fund in connection with such purchase; (g) the
name of the Clearing Member through which such Option
was purchased; and (h) 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 the
Fund, the total amount payable upon such purchase to the
Clearing Member through whom the purchase 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 type
of Option (put or call); (b) 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 sold; (c) the date of sale; (d) the sale
price; (e) the date of settlement; (f) the total amount
payable to the Fund upon such sale; and (g) 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, 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 name of the issuer and the title
and number of shares subject to the Call Option; (b) the
expiration date; (c) the date of exercise and
settlement; (d) the exercise price per share; (e) the
total amount to be paid by the Fund upon such exercise;
and (f) the name of the Clearing Member through which
such Call Option was exercised. The Custodian shall,
upon receipt of the Securities underlying the Call
Option which was exercised, pay out of the moneys held
for the account of the Fund 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 name of the issuer and the title
and number of shares subject to the Put Option; (b) the
expiration date; (c) the date of exercise and
settlement; (d) the exercise price per share; (e) the
total amount to be paid to the Fund upon such exercise;
and (f) 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 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 type of Stock Index Option
(put or call); (b) the number of Options being
exercised; (c) the stock index to which such Option
relates; (d) the expiration date; (e) the exercise
price; (f) the total amount to be received by the Fund
in connection with such exercise; and (g) 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 name of the issuer and the title
and number of shares for which the Covered Call Option
was written and which underlie the same; (b) the
expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered
Call Option was written; and (f) 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 premium
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 refuse 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 the Depository to
deliver, the Securities subject to such Covered Call
Option and specifying: (a) the name of the issuer and
the title and number of shares subject to the Covered
Call Option; (b) the Clearing Member to whom the
underlying Securities are to be delivered; and (c) the
total amount payable to the Fund upon such delivery.
Upon the return and/or cancellation of any receipts
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 name of the issuer and the title and number of
shares for which the Put Option is written and which
underlie the same; (b) the expiration date; (c) the
exercise price; (d) the premium to be received by the
Fund; (e) the date such Put Option is written; (f) 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; (g) the amount of cash, and/or the
amount and kind of Securities, if any, to be deposited
in the Segregated Security Account; and (h) 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, issued 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 Certificate. 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 name of the issuer and
title and number of shares subject to the Put Option;
(b) the Clearing Member from which the underlying
Securities are to be received; (c) the total amount
payable by the Fund upon such delivery; (d) the amount
of cash and/or the amount and kind of Securities to be
withdrawn from the Collateral Account; and (e) 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 the Fund 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) whether such stock Index Option is a
put or a call; (b) the number of Options written;
(c) the stock index to which such Option relates;
(d) the expiration date; (e) the exercise price; (f) the
Clearing Member through which such Option was written;
(g) the premium to be received by the Fund; (h) the
amount of cash and/or the amount and kind of Securities,
if any, to be deposited in the Segregated Security
Account; (i) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the
Collateral Account; and (j) 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 been 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 Custodian 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 the 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) such
information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member
through which such Stock Index Option is being
exercised; (c) the total amount payable upon such
exercise, and whether such amount is to be paid by or to
the Fund; (d) the amount of cash and/or amount and kind
of Securities, if any, to be withdrawn from the Margin
Account; and (e) 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 therein.
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 position 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) that the transaction is a Closing
Purchase Transaction; (b) 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; (c) the exercise price; (d) the premium to be paid
by the Fund; (e) the expiration date; (f) the type of
Option (put or call); (g) the date of such purchase;
(h) the name of the Clearing Member to which the premium
is to be paid; and (i) 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/or
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 previously 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 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 Account 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 category of
Futures Contract (the name of the underlying stock index
or financial instrument); (b) the number of identical
Futures Contracts entered into; (c) the delivery or
settlement date of the Futures Contract(s); (d) the date
the Futures Contract(s) was (were) entered into and the
maturity date; (e) whether the Fund is buying (going
long) or selling (going short) on such Futures
Contract(s); (f) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in the
Segregated Security Account; (g) the name of the broker,
dealer or futures commission merchant through which the
Futures Contract was entered into; and (h) 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 conditions 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 specified in said Certificate.
2. (a) Any variation margin payment or
similar payment required to be made by the Fund to a
broker, dealer or futures commission merchant with
respect to an outstanding Futures Contract shall be made
by the Custodian 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 Futures Contract; (b) 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, the Securities
and/or amount of cash to be delivered or received;
(c) the broker, dealer or futures commission merchant to
or from which payment or delivery is to be made or
received; and (d) the amount of cash and/or Securities
to be withdrawn from the 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 items of
information required in a Certificate described in
paragraph 1 of this Article, and (b) the Futures
Contract being offset. The Custodian shall make payment
of the fee or commission, if any, specified in the
Certificate and delete the Futures Contract being offset
from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein, and make such
withdrawals from the Segregated Security Account as 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 type of Futures
Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures
Contract Option purchased; (c) the expiration date; (d)
the exercise price; (e) the dates of purchase and
settlement; (f) the amount of premium to be paid by the
Fund upon such purchase; (g) the name of the broker or
futures commission merchant through which such option
was purchased; and (h) 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 type of Futures Contract Option
(put or call); (b) the type of Futures Contract and such
other information as may be necessary to identify the
Futures Contract underlying the Futures Contract Option;
(c) the date of sale; (d) the sale price; (e) the date
of settlement; (f) the total amount payable to the Fund
upon such sale; and (g) the name of the broker or
futures commission merchant through which 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, provided the same conforms to the total amount
payable as set forth in such Certificate.
3. Whenever a Futures Contract Option
purchased by the Fund pursuant to paragraph l is
exercised by the Fund, the Fund shall promptly deliver
to the Custodian a Certificate specifying: (a) the
particular Futures Contract Option (put or call) being
exercised; (b) the type of Futures Contract underlying
the Futures Contract Option; (c) the date of exercise;
(d) the name of the broker or futures commission
merchant through which the Futures Contract Option is
exercised; (e) the net total amount, if any, payable by
the Fund; (f) the amount, if any, to be received by the
Fund; 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 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 be 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 type of Futures
Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary
to identify the Futures Contract underlying the Futures
Contract Option; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the
Fund; (f) the name of the broker or futures commission
merchant through which the premium is to be received;
and (g) 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 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.
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 particular Futures
Contract Option exercised; (b) the type of Futures
Contract underlying the Futures Contract Option; (c) the
name of the broker or futures commission merchant
through which such Futures Contract Option was
exercised; (d) the net total amount, if any, payable to
the Fund upon such exercise; (e) the net total amount,
if any, payable by the Fund upon such exercise; and (f)
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, if any, specified
in such Certificate 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 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 particular
Futures Contract Option exercised; (b) the type of
Futures Contract underlying such Futures Contract
Option; (c) the name of the broker or futures commission
merchant through which such Futures Contract Option is
exercised; (d) the net total amount, if any, payable to
the Fund upon such exercise; (e) the net total amount,
if any, payable by the Fund upon such exercise; and (f)
the amount 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, 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 accordance 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 promptly deliver
to the Custodian a Certificate specifying with respect
to the Futures Contract Option being purchased: (a)
that the transaction is a closing transaction; (b) the
type of Futures Contract and such other information as
may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (c) the exercise
price; (d) the premium to be paid by the Fund; (e) the
expiration date; (f) the name of the broker or futures
commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated
Security 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 conditions of
the Margin Account Agreement.
8. Upon the expiration or exercise of, or
consum-mation 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 Certificate. 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 name of the issuer and the title of the
Security; (b) the number of shares or principal amount
sold, and accrued interest or dividends, if any; (c) the
dates of the sale and settlement; (d) the sale price per
unit; (e) the total amount credited to the Fund upon
such sales, if any; (f) 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; (g) the
amount of cash and/or the amount and kind of Securities,
if any, to be deposited in a Segregated Security
Account; and (h) 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 total 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 Margin
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 name of the issuer and the
title of the Security; (b) 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; (c) the dates of the closing-out and
settlement; (d) the purchase price per unit; (e) the net
total amount payable to the Fund upon such closing-out;
(f) the net total amount payable to the broker' upon
such closing-out; (g) the amount of cash and the amount
and kind of Securities to be withdrawn, if any, from the
Margin Account; (h) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the
Segregated Security Account; and (i) the name of the
broker through which the Fund is effecting such
closing-out. The Custodian shall, upon receipt of the
net total amount payable to the Fund upon such
closing-out and the return and/or cancellation of the
receipts, if any, issued by the custodian with respect
to the short sale being closed-out, pay out of the
moneys held for the account of the Fund to the broker
the net total amount payable to the broker, and make the
withdrawals from the Margin Account and the Segregated
Security Account, as the same are specified in the
Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund 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 Reverse Repurchase Agreement is a Money
Market Security, a Certificate, Oral Instructions or
Written Instructions specifying: (a)' the total amount
payable to the Fund in connection with such Reverse
Repurchase Agreement; (b) the broker or dealer through
or with which the Reverse Repurchase Agreement is
entered; (c) the amount and kind of Securities to be
delivered by the Fund to such broker or dealer; (d) the
date of such Reverse Repurchase Agreement; and (e) 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 Agreement.
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 Account, 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, Oral Instructions
or Written Instructions to the Custodian specifying:
(a) the Reverse Repurchase Agreement being terminated;
(b) the total amount payable b*y the Fund in connection
with such termination; (c) the amount and kind of
Securities to be received by the Fund in connection with
such termination; (d) the date of termination; (e) the
name of the broker or dealer with or through which the
Reverse Repurchase Agreement is to be terminated; and
(f) 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 amount 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 name of the issuer, the
title and the number of shares or the principal 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 Account 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 and 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 such 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 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 day: (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 specifying 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. The Fund shall furnish to the Custodian a
copy of the resolution of the Trustees, certified by the
Secretary or any Assistant Secretary, either (i) setting
forth the date of the declaration of a 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 of the Fund 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 Fund the
total amount payable to the Dividend Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF BENEFICIAL INTEREST
1. Whenever the Fund shall sell any of its
Shares, it 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 the Fund.
3. Upon issuance of any of the Fund's Shares
in accordance with the foregoing provisions of this
Article, the Custodian shall pay, out of the money held
for the account of the Fund, all original issue or other
taxes required to be paid by the Fund 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 of its Shares, it
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 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 the Fund 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 the Fund's Shares,
whenever its Shares are redeemed pursuant to any check
redemption privilege which may from time to time be
offered by the Fund, the Custodian, unless 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 the Fund which
results in an overdraft because the moneys held by the
Custodian for the account of the Fund 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 VI, or
which results in an overdraft for some other reason, or
if the Fund 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 indebtedness shall be deemed to be a
loan made by the Custodian to the Fund payable on demand
and shall bear interest from the date incurred at a rate
per annum (based on a 360-day year for the actual number
of days involved) equal to the Federal Funds Rate plus
1/2%, 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 overdraft or indebtedness shall be
reduced by an amount equal to the total of all amounts
due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the
failure of the Custodian to make timely demand or
presentment 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 the Fund or in which the
Fund may have an interest 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
indebtedness together with interest due thereon against
any balance of account standing to the Fund's 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 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
specifying with respect to each such borrowing: (a) the
name of the bank; (b) 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; (c) the time and
date, if known, on which the loan is to be entered into;
(d) the date on which the loan becomes due and payable;
(e) the total amount payable to the Fund on the
borrowing date; (f) 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 (g) 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 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, 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 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 specify in a Certificate 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 any
Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of
its Declaration of Trust and as disclosed in its most
recent and currently effective prospectus to lend its
portfolio Securities, within 24 hours after each loan of
portfolio Securities the Fund shall deliver or cause to
be delivered 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 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. The Custodian shall deliver
the Securities thus designated to the broker, dealer or
financial institution to which the loan 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 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, out of the moneys held for the account of the Fund,
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 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 be liable to the 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 institution 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 of 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 any dividends or interest which are
payable to or for the account 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 duty 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 of 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 instruments
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 the 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 held 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 Securities 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 of 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, unless 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 a
Certificate, which shall, if requested by the Custodian,
be accompanied by an approving resolution of the Fund's
Board of Trustees adopted in accordance with Rule 17f-5
under the Investment Company Act of 1940, as amended.
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 Declaration of Trust.
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, 1991 and on
or after each succeeding March 1 thereafter by an amount
equal to 50% of the increase in the Consumer 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 such 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 the Fund the amount of any
loss, damage, liability or expense, including counsel
fees, for which it shall be entitled to reimbursement
under the provisions of this Agreement. 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 subsection
(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 sponsored by
The Dreyfus Corporation or any of its affiliates or for
which The Dreyfus Corporation or any of its affiliates
acts as the sole investment adviser or as the principal
distributor, and Daiwa Money Fund Inc. 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 Instructions 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
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 an
Authorized Person.
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, without 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 amended, 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 accounting 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 Custodian' 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 willful 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 the customs
prevailing from time to time among brokers or dealers in
such Securities.
16. The Custodian shall have no duties or
responsi-bilities 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 Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs
(b)1 (c) and (d) herein, neither party may terminate
this Agreement until the earlier of the following: (i)
August 31, 1993, and (ii) the third anniversary of the
earliest date on which none of the companies listed on
Schedule C hereto is a transfer agency customer of the
Custodian. Any such 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 giving 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 the 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 Trustees of the Fund, certified by the
Secretary or any Assistant Secretary, electing to
terminate this Agreement and designating a successor
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 before the termination
date, deliver to the Custodian a copy of a resolution of
its Trustees, certified by the Secretary or any
Assistant Secretary, 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 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 other 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 Custodian 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 responsibilities 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 with
this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a
Certificate signed by two of the present Officers of the
Fund under its seal, setting forth the names and the
signatures 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 ceases 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
Agreement 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 under its seal, setting forth the names and the
signatures 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 Xxxxxx, Xxx Xxxx, Xxx Xxxx
0000*0, 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 office at
000 Xxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxx 00000, 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 Trustees
of the Fund.
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 Custodian, or by the
Custodian without the written consent of the Fund,
authorized or approved by a resolution of its Trustees.
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 shall not be effective on
the date hereof and instead shall become effective on
January 1, 1990.' When effective, this Agreement shall
supercede the then-existing Custody Agreement between
the parties hereto.
10. This Agreement has been executed on behalf
of the Fund by the undersigned Officer of the Fund in
his capacity as an Officer of the Fund. The obligations
of this Agreement shall only be binding upon the assets
and property of the Fund and shall not be binding upon
any Trustee, Officer or shareholder of the Fund
individually.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their respective
Officers, thereunto duly authorized, and their
respective corporate seals to be hereunto affixed, as of
the day and year first above written.
DREYFUS TREASURY CASH MANAGEMENT
By: /s/Xxxx Xxxxxx
Xxxx Xxxxxx, Treasurer
Attest:
/s/Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
THE BANK OF NEW YORK
By: /s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Attest:
/s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Appendix A
DREYFUS TREASURY CASH MANAGEMENT
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
All current Fund
officers, Xxxxx
Xxxxxx, Xxxx Xxxx,
Xxxx Xxxxxx and
Xxxx Xxxx
Xxxxxxxxxxxx Xxxx Xxxxx, Xx.
Xxxxxxx Xxxxxxx
Xxxx Xxxxxx
Xxxxxx XxXxxxxxx
Xxxxxx Xxxxxx
Xxxxxx Xxxxxxxx
Xxxxxxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxx Xxxxxx
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 The Shareholder Services Group, 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 an
officer of the Fund who also is listed in
Group II shall sign only 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 an officer of the Fund
who also is listed in Group II shall sign
only 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 an
officer of the Fund who also is listed in
Group II shall sign only 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 Xxxxx, Xx., Xxxxx
Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxx Xxxxxx or
Xxxx Xxxxxx, 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:
All current Fund officers, and Xxxxxx
XxXxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxxxx,
Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxx
Xxxxx, Xx., Xxxx XxXxxx, Xxxxxxx XxXxxxxx,
Xxxxxx Xxxxxxx, Xxxx Xxxx Xxxxxxxxxxxx,
Xxxx Xxxxxx and Xxxxxxx Xxxxxxx.
DREYFUS TREASURY CASH MANAGEMENT
AMENDED AND RESTATED CUSTODY AGREEMENT
APPENDIX B
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 Bank's Board to
the position set forth opposite their names and have
qualified therefor:
Name Position
Xxxxxx X. XxXxxxxxx President and Investment Officer
Xxxx Xxxxxxx Senior Vice President
Xxxxxx X. Xxxxxxxx Senior Vice President
Xxx X. Xxxxxxx Senior Vice President and Investment Officer
Xxxxx X. Xxxxxx Vice President and Investment Officer
Xxxxxxx X. Xxxxxxxxx Vice President and Investment Officer
Xxxxxxxx X. Xxxxxx Investment Officer
Xxxxxx X. Xxxxxxx Vice President
Xxxx X. Xxxxxx Treasurer
Xxxx X. Xxxxxx Secretary
Xxxxxxxxx Xxxxxxx Assistant Secretary
Xxxxxx X. Xxxxxxx Assistant Secretary
Xxxxxxx X. Xxxxxxx Controller
/s/Xxxx X. Xxxxxx /s/Xxxx X. Xxxxxx
Title: Secretary Title: Treasurer
AMENDED AND RESTATED CUSTODY AGREEMENT
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
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
Schedule A
The fees payable to the Custodian with respect
to securities held in domestic custody are annexed
hereto.
DREYFUS TREASURY CASH MANAGEMENT
Domestic Custody Fees
Basic Fee: 1/50th of 1% of the first $300,000,000,
and 1/100th of 1% of the excess over
$300,000,000 per annum of the total market
value of domestic securities held.
Custodial Transactions:
$13.00 for each receipt and delivery of
securities (excluding Euro Dollar CDs).
$40.00 for any receipt, delivery or redemption
of a Euro Dollar CD for which BNY's London
branch is utilized for settlement and
safekeeping.
$200.00 for the collection of interest on
securities held in "street name."
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a
letter dated August 10, 1989 from Xxxxx Xxxxxxxxx of The
Bank of New York to Xxxxx Xxxxx of Dreyfus Service
Corporation, a copy of which is annexed hereto.
The above foreign custody fees apply to the
following Global Custody Network countries:
1. Australia 12. Japan
2. Austria 13. Luxembourg
3. Belgium 14. Malaysia
4. Canada 15. Netherlands
5. Denmark 16. New Zealand
6. Finland 17. Norway
7. France 18. Singapore
8. Germany 19. Spain
9. Hong Kong 20. Sweden
10. Ireland 21. Switzerland
11. Italy 22. United Kingdom
[THE BANK OF NEW YORK LETTERHEAD]
August 10, 1989
Xx. Xxxxx Xxxxx
Senior Vice President
The Dreyfus Corporation
000 Xxxxxxxx, 0xx Xxxxx
Xxx Xxxx, XX
Re: Global Custodian Fees
Dear Xxxxx:
This letter is to confirm our discussion regarding
our Global Custody fee schedule. The fees will be
calculated on a relationship basis with no annual
minimum.
. Safekeeping/Income Collection/Capital
Changes/Tax Reclamation/Daily Reporting/Monthly
Summary
16 basis points per annum on the market value
of securities held for all of your funds in our
sub-custodian network, up to $250 MM.
15 basis points on the next $250 MM.
14 basis points on the next $250 MM.
12 basis points on the excess.
. Securities Settlements
$35 per transaction - includes our processing
and the sub-custodians.
. Out-of-Pocket Expense
Telex, swift, telephone, securities
registration, etc., are in addition to the
above.
. We can provide centralized foreign exchange
services.
The above fee schedule is applicable to the 22
countries listed on Attachment I. Please note that
expansion into other more emerging markets/countries is
possible, but would be covered under a separate
agreement.
Xx. Xxxxx Xxxxx
August 10, 1989
Page 2
If you are in agreement with this fee schedule,
please sign and return the enclosed copy of this letter.
Sincerely,
_________________________
/s/Xxxxx Xxxxxxxxx
Approved by: _________________________
Xxxxx Xxxxx
Date : _________________________
MY:to
cc: The Bank of New York Dreyfus
X. Xxxxxxxxx X. Xxxxxxx
