FOREIGN CUSTODY MANAGER AGREEMENT
AGREEMENT made as of May 21, 2001 between each of those funds in the
Dreyfus Family of Funds listed on Schedule 2 hereto, as such Schedule may be
revised from time to time (each a "Fund") and The Bank of New York ("BNY").
W I T N E S S E T H:
WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on
the terms and conditions contained herein;
WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the
duties set forth herein on the terms and conditions contained herein;
NOW THEREFORE, in consideration of the mutual promises hereinafter
contained in this Agreement, the Fund and BNY hereby agree as follows:
ARTICLE I.
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
1. "BOARD" shall mean the board of directors or board of
trustees, as the case may be, of the Fund.
2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided
in the Rule.
3. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill the
Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of
this Agreement.
4. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY under the
Rule as a Foreign Custody Manager with respect to each Specified Country and
each Eligible Foreign Custodian selected by BNY, as such responsibilities are
more fully described in Article III of this Agreement.
5. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940, as
effective on June 12, 2000, with compliance required no later than July 2, 2001.
6. "SPECIFIED COUNTRY" shall mean each country listed on Schedule I attached
hereto and each country, other than the United States, constituting the primary
market for a security with respect to which the Fund has given, or may give,
settlement instructions to BNY as custodian (the "Custodian") under its Custody
Agreement with the Fund.
ARTICLE II.
BNY AS A FOREIGN CUSTODY MANAGER
1. The Fund on behalf of its Board hereby delegates the Responsibilities to BNY
with respect to each Specified Country.
2. BNY accepts the Board's delegation of Responsibilities with respect to each
Specified Country and agrees in performing the Responsibilities as a Foreign
Custody Manager to exercise reasonable care, prudence and diligence such as a
person having responsibility for the safekeeping of the Fund's assets would
exercise.
ARTICLE III.
RESPONSIBILITIES
1. Subject to the provisions of this Agreement, BNY shall with respect to each
Specified Country select an Eligible Foreign Custodian. In connection therewith,
BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign
Custodian will be subject to reasonable care, based on the standards applicable
to custodians in the relevant market in which such Eligible Foreign Custodian
operates, after considering all factors relevant to the safekeeping of such
assets, including, without limitation, those contained in paragraph (c)(1) of
the Rule; (b) determine that the Fund's foreign custody arrangements with each
Eligible Foreign Custodian are governed by a written contract with the Custodian
which will provide reasonable care for the Fund's assets based on the standards
specified in paragraph (c)(1) of the Rule; (c) determine that each contract with
an Eligible Foreign Custodian shall include the provisions specified in
paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any
or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY
determines will provide, in their entirety, the same or a greater level of care
and protection for the assets of the Fund as such specified provisions; (d)
monitor pursuant to the Monitoring System and in accordance with paragraph
(c)(3)(i) of the Rule the appropriateness of maintaining the assets of the Fund
with a particular Eligible Foreign Custodian and the performance of the contract
governing such arrangement; and (e) advise the Fund as soon as reasonably
possible whenever BNY determines under the Monitoring System that an arrangement
(including any material change in the contract governing such arrangement) with
an Eligible Foreign Custodian no longer meets the requirements of the Rule.
2. For purposes of clause (d) of preceding Section 1 of this Article, BNY's
determination of appropriateness shall not include, nor be deemed to include,
any evaluation of Country Risks associated with investment in a particular
country. For purposes hereof, "Country Risks" shall mean systemic risks of
holding assets in a particular country including but not limited to (a) an
Eligible Foreign Custodian's use of an Eligible Securities Depository (as
defined in Rule 17f-7 under the Investment Company Act of 1940) or any
depository located outside the United States that acts as or operates a system
or a transnational system for the central handling of securities or any
equivalent book-entries; (b) such country's financial infrastructure; (c) such
country's prevailing custody and settlement practices; (d) nationalization,
expropriation or other governmental actions; (e) such country's regulation of
the banking or securities industry; (f) currency controls, restrictions,
devaluations or fluctuations; and (g) market conditions which affect the orderly
execution of securities transactions or affect the value of securities. BNY may
assume that the Board or the Fund's investment advisor has considered the
Country Risks associated with investment in each Specified Country and will have
considered such risks prior to any settlement instructions being given to the
Custodian with respect to any other specified country.
3. BNY shall provide to the Board quarterly written reports notifying the Board
of the placement of assets of the Fund with a particular Eligible Foreign
Custodian within a Specified Country and of any material change in the
arrangements (including the contract governing such arrangements) with respect
to assets of the Fund with any such Eligible Foreign Custodian.
ARTICLE IV.
REPRESENTATIONS
1. The Fund hereby represents that: (a) this Agreement has been duly authorized,
executed and delivered by the Fund, constitutes a valid and legally binding
obligation of the Fund enforceable in accordance with its terms, and no statute,
regulation, rule, order, judgment or contract binding on the Fund prohibits the
Fund's execution or performance of this Agreement; and (b) this Agreement has
been approved and ratified by the Board at a meeting duly called and at which a
quorum was at all times present.
2. BNY hereby represents that: (a) BNY is duly organized and existing under the
laws of the State of New York, with full power to carry on its businesses as now
conducted, and to enter into this Agreement and to perform its obligations
hereunder; (b) this Agreement has been duly authorized, executed and delivered
by BNY, constitutes a valid and legally binding obligation of BNY enforceable in
accordance with its terms, and no statute, regulation, rule, order, judgment or
contract binding on BNY prohibits BNY's execution or performance of this
Agreement; (c) BNY has established and will maintain the Monitoring System; and
(d) BNY is a U.S. Bank as defined in paragraph (a) (7) of the Rule.
ARTICLE V.
CONCERNING BNY
1. BNY shall not be liable for any costs, expenses, damages, liabilities or
claims, including attorneys' and accountants' fees, sustained or incurred by, or
asserted against, the Fund except to the extent the same arises out of the
failure of BNY to exercise the care, prudence and diligence required by Section
2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board,
or any third party for special, indirect or consequential damages, or for lost
profits or loss of business, arising in connection with this Agreement. The
foregoing provisions of this Section 1 shall not in any way modify or supersede
BNY's obligations to hold harmless and indemnify the Fund in accordance with
Article XV, paragraph 7 of the Custody Agreement.
2. The Fund shall indemnify BNY and hold it harmless from and against any and
all costs, expenses, damages, liabilities or claims, including attorneys' and
accountants' fees, sustained or incurred by, or asserted against, BNY by reason
or as a result of any action or inaction, or arising out of BNY's performance
hereunder, provided that the Fund shall not indemnify BNY to the extent any such
costs, expenses, damages, liabilities or claims arises out of BNY's failure to
exercise the reasonable care, prudence and diligence required by Section 2 of
Article II hereof, nor shall the Fund be liable to BNY or any third party for
special, indirect or consequential damages, or for lost profits or loss of
business, arising in connection with this Agreement. The foregoing provisions of
this Section 2 shall not in any way modify or supersede BNY's obligations to
hold harmless and indemnify the Fund in accordance with Article XV, paragraph 7
of the Custody Agreement.
3. For its services hereunder, the Fund agrees to pay to BNY such compensation
and out-of-pocket expenses as shall be mutually agreed.
4. BNY shall have only such duties as are expressly set forth herein. In no
event shall BNY be liable for any Country Risks associated with investments in a
particular country.
ARTICLE VI.
MISCELLANEOUS
1. This Agreement constitutes the entire agreement between the Fund and BNY with
respect to BNY's rights and responsibilities as the Fund's foreign custody
manager, and no provision in the Custody Agreement between the Fund and the
Custodian shall affect the duties and obligations of BNY hereunder, nor shall
any provision in this Agreement affect the duties or obligations of the
Custodian under the Custody Agreement. By way of example only, this Agreement
does not in any way modify or supersede BNY's obligation to hold harmless and
indemnify the Fund in accordance with Article XV, paragraph 7 of the Custody
Agreement.
2. Any notice or other instrument in writing, authorized or required by this
Agreement to be given to BNY, shall be sufficiently given if received by it at
its offices at 000 Xxxxxx Xxxxxx, 00xx Xxxxx,, Xxx Xxxx, Xxx Xxxx 00000, or at
such other place as BNY may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Fund shall be sufficiently given if received by it
at its offices at 000 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000 or at such other place
as the Fund may from time to time designate in writing.
4. In case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
thereby. This Agreement may not be amended or modified in any manner except by a
written agreement executed by both parties. This Agreement shall extend to and
shall be binding upon the parties hereto, and their respective successors and
assigns; provided however, that this Agreement shall not be assignable by either
party without the written consent of the other.
5. This Agreement shall be construed in accordance with the substantive laws of
the State of New York, without regard to conflicts of laws principles thereof.
The Fund and BNY hereby consent to the jurisdiction of a state or federal court
situated in New York City, New York in connection with any dispute arising
hereunder. The Fund and BNY each hereby irrevocably waives, to the fullest
extent permitted by applicable law, any objection which it may now or hereafter
have to the laying of venue of any such proceeding brought in such a court and
any claim that such proceeding brought in such a court has been brought in an
inconvenient forum. The Fund and BNY each hereby irrevocably waives any and all
rights to trial by jury in any legal proceeding arising out of or relating to
this Agreement.
6. The parties hereto agree that in performing hereunder, BNY is acting solely
on behalf of the Fund and no contractual or service relationship shall be deemed
to be established hereby between BNY and any other person by reason of this
Agreement.
7. 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.
8. This Agreement shall terminate simultaneously with the termination of the
Custody Agreement between the Fund and the Custodian, and may otherwise be
terminated by either party giving to the other party a notice in writing
specifying the date of such termination, which shall be not less than two
hundred seventy (270) days after the date of such notice.
9. The obligations of the Fund hereunder shall be binding only upon the assets
and property of the Fund and shall not be binding upon this assets or property
or any board member, officer or shareholder of the Fund individually.
155678_1.DOC
IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed
by their respective officers, thereunto duly authorized, as of the date first
above written.
EACH FUND LISTED ON SCHEDULE 2
HERETO
BY: _/S/ XXXXXX X.
--------------
Newman___________
Title: Secretary/Assistant Secretary
THE BANK OF NEW YORK
BY: _/S/ XXXXXX X. MCGANN___________
--------------------
Title: Vice President
Rev. 10/20/00
fcmstd2.doc
(4-98)
Schedule 1
Specified Countries
---------------------------------------------------------------------------
COUNTRY/ COUNTRY/
MARKET SUBCUSTODIAN(S) MARKET SUBCUSTODIAN(S)
ARGENTINA BANCO RIO DE LA PLATA LITHUANIA Vilniaus Bankas
AUSTRALIA NATIONAL AUSTRALIA LUXEMBOURG Banque et Caisse
Bank Ltd. d'Epargne de l'Etat
AUSTRIA BANK AUSTRIA AG MALAYSIA HongKong Bank Malaysia
Berhad
BAHRAIN HSBC BANK MIDDLE EAST MALI Societe Generale de
Banques en Cote
d'Ivoire
BANGLADESH STANDARD CHARTERED BANK MALTA HSBC Bank Malta p.l.c.
BELGIUM BANQUE BRUXELLES MAURITIUS HSBC
Xxxxxxx
BENIN SOCIETE GENERALE DE MEXICO Banco Nacional de
Banques en Cote Mexico
d'Ivoire
BERMUDA BANK OF BERMUDA LIMITED MOROCCO Banque Commerciale du
Maroc
BOLIVIA CITIBANK, N.A. NAMIBIA Stanbic Bank Namibia
Limited
BOTSWANA BARCLAYS BANK OF NETHERLANDS Fortis Bank
Botswana Ltd. (Nederland) N.V.
BRAZIL BANKBOSTON, N.A. NEW ZEALAND National Australia
Bank Ltd. (National
Nominees Ltd.)
BULGARIA ING BANK NIGER Societe Generale de
Banques en Cote
d'Ivoire
BURKINA FASO SOCIETE GENERALE DE NIGERIA Stanbic Merchant Bank
Banques en Cote Nigeria Limited
d'Ivoire
CANADA ROYAL BANK OF CANADA NORWAY Den norske Bank ASA
CHILE BANKBOSTON, N.A. OMAN HSBC Bank Middle East
CHINA STANDARD CHARTERED BANK PAKISTAN Standard Chartered Bank
COLOMBIA CITITRUST COLOMBIA S.A. PALESTINIAN HSBC Bank Middle East
AUTONOMOUS
AREA
COSTA RICA BANCO BCT PANAMA BankBoston, N.A.
XXXXXXX XXXXXXXXX XXXXX XXXXXX XXXX Citibank, N.A.
d.d.
CYPRUS BANK OF CYPRUS PHILIPPINES HSBC
CZECH CESKOSLOVENSKA POLAND Bank Handlowy W
REPUBLIC Obchodni Banka A.S. Warszawie S.A.
DENMARK DEN DANSKE BANK PORTUGAL Banco Comercial
Portugues
EASDAQ BANQUE BRUXELLES QATAR HSBC Bank Middle East
Xxxxxxx
ECUADOR CITIBANK, N.A. ROMANIA ING Bank
EGYPT Citibank, N.A. a. Russia Vneshtorgbank (Min Fin
Bonds only)/
Credit Suisse First
Boston AO
ESTONIA HANSABANK LIMITED SENEGAL Societe Generale de
Banques en Cote
d'Ivoire
EUROMARKET CLEARSTREAM SINGAPORE United Overseas Bank
Limited/
The Development Bank
of Singapore Ltd.
EUROMARKET EUROCLEAR SLOVAK Ceskoslovenska
REPUBLIC Obchodni Banka, a.s.
FINLAND XXXXXX BANK PLC SLOVENIA Bank Austria
Creditanstalt d.d.
Ljubljana
FRANCE BNP PARIBAS / CREDIT SOUTH AFRICA Societe Generale,
Agricole Indosuez Johannesburg /
The Standard Bank of
South Africa Limited
GERMANY DRESDNER BANK AG SOUTH KOREA Standard Chartered Bank
GHANA Barclays Bank of Ghana ARTICLE VII. Banco Bilbao Vizcaya
Ltd. Spain Argentaria S.A. (BBVA)
/
Banco Santander
Central Hispano (BSCH)
GREECE BNP PARIBAS SRI LANKA Standard Chartered Bank
GUINEA BISSAU SOCIETE GENERALE DE SWAZILAND Standard Bank
Banques en Cote Swaziland Limited
d'Ivoire
HONG KONG HSBC SWEDEN Skandinaviska Enskilda
Banken
HUNGARY CITIBANK BUDAPEST RT. SWITZERLAND Credit Suisse First
Boston
ICELAND LANDSBANKI ISLANDS TAIWAN HSBC
INDIA HSBC / DEUTSCHE BANK AG THAILAND Standard Chartered
Bank/
Bangkok Bank Public
Company Limited
INDONESIA HSBC TOGO Societe Generale de
Banques en Cote
d'Ivoire
IRELAND ALLIED IRISH BANKS, PLC TRINIDAD & Republic Bank Limited
TOBAGO
ISRAEL BANK LEUMI LE - ISRAEL TUNISIA Banque Internationale
B.M. Arabe de Tunisie
ITALY BANCA COMMERCIALE TURKEY Osmanli Bankasi A.S.
Italiana / BNP Paribas (Ottoman Bank)
IVORY COAST SOCIETE GENERALE - UNITED ARAB HSBC Bank Middle
ABIDJAN EMIRATES fEast, Dubai
JAMAICA CIBC TRUST & MERCHANT UKRAINE ING Bank
Bank Jamaica Ltd.
JAPAN THE BANK OF UNITED The Bank of New York /
TOKYO-MITSUBISHI KINGDOM The Depository &
Limited/ Clearing Centre (DCC)
The Fuji Bank, Limited
X. XXXXXX HSBC BANK MIDDLE EAST UNITED The Bank of New York
STATES
KAZAKHSTAN ABN/AMRO URUGUAY BankBoston, N.A.
KENYA BARCLAYS BANK OF KENYA VENEZUELA Citibank, N.A.
Ltd.
LATVIA HANSABANKA LIMITED ZAMBIA Barclays Bank of
Zambia Ltd.
LEBANON HSBC BANK MIDDLE EAST ZIMBABWE Barclays Bank of
Zimbabwe Ltd.
---------------------------------------------------------------------------
As of 3-27-01
