AMENDED AND RESTATED CUSTODY AGREEMENT
Amended and Restated Custody Agreement made as of August 18, 1989
between GENERAL CALIFORNIA TAX EXEMPT MONEY MARKET FUND, 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 I T N E S S E T H:
that for and in consideration of the mutual promises hereinafter set forth
the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1. "Authorized Person" shall be deemed to include the Treasurer,
the Controller or any other person, whether or not any such person is an
Officer or employee of the Fund, duly authorized by the 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 X.XX (519) and applicable to such day and each
succeeding day which is not a business day.
15. "Financial Futures Contract" shall mean the firm commitment
to buy or sell fixed income securities, including, without limitation, U.S.
Treasury Bills, U.S. Treasury Notes, U.S. Treasury Bonds, domestic bank
certificates of deposit, and Eurodollar certificates of deposit, during a
specified month at an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures Contract
and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option with respect
to a Futures Contract.
18. "Margin Account" shall mean a segregated account in the name
of a broker, dealer, futures commission merchant or Clearing Member, or in
the name of the Fund for the benefit of a broker, dealer, futures
commission merchant or Clearing 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,
or the Irving Bank Corporation 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 from those of any other person or persons.
5. Except as otherwise provided in this Agreement and unless
otherwise instructed to the contrary by a Certificate, the Custodian by
itself, or through the use of the Book-Entry System or the Depository with
respect to Securities therein 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 l 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, 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, issue a Put Option guarantee letter
substantially in the form utilized by the Custodian on the date hereof, and
deliver the same to the Clearing Member specified in the Certificate
against receipt of the premium specified in said 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
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 1 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 consummation of a
closing transaction with respect to, any Futures Contract Option written or
purchased by the Fund and described in this Article, the Custodian shall
(a) delete such Futures Contract Option from the statements delivered to
the Fund pursuant to paragraph 3 of Article III herein, and (b) make such
withdrawals from, and/or, in the case of an exercise, such deposits into,
the Segregated Security Account as may be specified in a 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 by 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
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 IV, 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 instrument for the payment of money, received by it on behalf of
the Fund until the Custodian actually receives and collects such money
directly or by the final crediting of the account representing the Fund's
interest at the Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall not be
liable for ascertaining or acting upon any calls, conversions, exchange,
offers, tenders, interest rate changes or similar matters relating to
Securities held in the Depository, unless the Custodian shall have actually
received timely notice from the Depository. In no event shall the
Custodian have any responsibility or liability for the failure of the
Depository to collect, or for the late collection or late crediting by 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
subsection (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 responsibilities
whatsoever except such duties and responsibilities as are specifically set
forth in this Agreement, and no covenant or obligation shall be implied in
this Agreement against the Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (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 00000, or at
such other place as the Custodian may from time to time designate in
writing.
4. Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund, shall be sufficiently
given if addressed to the Fund and mailed or delivered to it at its 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 supersede 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.
General California Tax Exempt Money Market Fund
By: /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, Treasurer
Attest:
/s/ Xxxxxx X. Xxxxxxx
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Attest:
/s/ Xxxxxx X. Xxxxx
Appendix A
GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN
ACCOUNT FOR PORTFOLIO SECURITIES
TRANSACTIONS
Group I Group II
Xxxx X. Xxxxx, Xx., Xxxxxx Xxxxxxx, Xxxx Xxxxx, Xx.
Xxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx
Xxxx Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx Xxxx
Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxxxx Xxxx
Xxxxxxx Xxxxxx, Xxxxx Xxx, Xxxx Xxxxxx
Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxxxx
A. Xxxx Xxxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxx
Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxx
Xxxx Xxxxxxx, L. Xxxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxx
Xxx Xxxxxxxxx and Xxxxxx Xxxxxxxx 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 no individual shall be authorized
to sign more than once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either Group
I or Group II, or both such Groups, except that no
individual shall be authorized to sign more than once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be from
Group II, except that no individual shall be authorized
to sign more than once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group
II, including any one of the following: Xxxx X. Xxxxx,
Xx., Xxxxx Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 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:
Xxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxx Xxxxxx, Xxxx X.
Xxxxx, Xx., Xxxxxx Xxxxxxx, Xxxx Xxxxxx, Xxxxxxx
Xxxxxx, Xxxx Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx Xxxxxxx,
Xxxxx Xxx, Xxxxxxx Werbowyj, Xxxxxx Xxxxxxx, Xxxxxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxxxx
Xxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxx, A. Xxxx
Xxxxxxx, Xxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx,
Xxxx Xxxxxxx, L. Xxxxxxxx Xxxxxxxx, Xxx Xxxxxxxxx,
Xxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxx.
GENERAL CALIFORNIA TAX EXEMPT MONEY MARKET FUND
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 Fund's Board to the
position set forth opposite their names and have qualified therefor:
Name Position
Xxxxxxx X. Xxxxxxxx President and Investment Officer
A. Xxxx Xxxxxxx Vice President and Investment Officer
Xxxxx X. Hand Vice President and Investment Officer
Xxxxxxx X. Xxxx Vice President and Investment Officer
L. Xxxxxxxx Xxxxxxxx Vice President and Investment Officer
Xxxxxx X. Xxxxxxxxx Vice President and Investment Officer
Xxxxxx X. Xxxxxxxx Vice President and Investment Officer
Xxxxxx X. Xxxxxxx Vice President
Xxxx X. Xxxxxx Treasurer
Xxxx X. Xxxxxx Secretary
Xxxxxx X. Xxxxxx Assistant Secretary
Xxxxxxxxx Xxxxxxx Assistant Secretary
Xxxxxx X. Xxxxxxx Assistant Secretary
Xxxxxxx X. Xxxxxxx Controller
Xxxxxx X. XxXxxxxxx Investment Officer
Xxxxxx Xxxxx Investment Officer
/s/ Xxxx X. Xxxxxx /s/Xxxx X. Xxxxxx
Title: Title:
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.
GENERAL CALIFORNIA TAX EXEMPT MONEY MARKET FUND
Domestic Custody Fees
Basic Fee: 1/100th of 1% of the first $500,000,000, and 1/200th of 1%
on the excess over $500,000,000 per annum of the total market
value of domestic securities held.
Custodial Transactions:
$13.00 for each receipt and delivery of securities -
DTC book entry (excluding sub-custodian book entry).
$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.
$20.00 for physical, same-day Fed Funds, physical puts, and
sub-custodian book entry.
$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. Malasia
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
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 Report/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.
If your 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
