EXHIBIT J
CUSTODY AGREEMENT
Agreement made as of August 12, 1987 between DREYFUS STRATEGIC
MUNICIPALS, INC. (the "Fund"), a Maryland corporation, having its principal
office and place of business at 000 Xxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxx Xxxx
00000, and BOSTON SAFE DEPOSIT AND TRUST COMPANY (the "Custodian"), a
Massachusetts trust company, having its principal office and place of business
at Xxx Xxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
W I T N E S S E T H :
That for and in consideration of the mutual promises hereinafter set
forth, the Fund and the Custodian agree as follows:
1. DEFINITIONS.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Articles of Incorporation" shall mean the Articles of
Incorporation of the Fund dated July 20, 1987, as the same may be
amended from time to time.
(b) "Authorized Person" shall be deemed to include the President, any
Vice President, the Secretary, 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 Board of Directors 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.
(c) "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and Federal agency securities, its
successor or successors and its nominee or nominees.
(d) "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 be half of the Fund by any two Officers of the Fund.
(e) "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission
under Section 17A of the Securities Exchange Act of 1934, as amended,
its successor or successors and its nominee or nominees, in which the
Custodian is hereby specifically authorized to make deposits. 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 Board of Directors specifically approving deposits therein by
the Custodian.
(f) "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.
(g) "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 Directors 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.
(h) "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.
(i) "Prospectus" shall mean the Fund's current prospectus relating to
the registration of the Fund's Shares under the Securities Act of
1933, as amended, and the 1940 Act.
(j) "Security" shall be deemed to include, without limitation, 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 and other securities and investments from time to time owned by
the Fund.
(k) "Shares" shall mean the shares of Common Stock, par value $.001
per share, of the Fund.
(l) "Transfer Agent" shall mean the person which performs the transfer
agent, dividend paying agent and registrar functions for the Fund.
(m) "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.
(n) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to
time.
2. APPOINTMENT OF CUSTODIAN.
(a) The Fund hereby constitutes and appoints the Custodian as
custodian of all the Securities and moneys at any time owned by or in
possession of the Fund during the period of this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
3. COMPENSATION.
(a) The Fund will compensate the Custodian for its services rendered
under this Agreement in accordance with the fees set forth in the Fee
Schedule annexed hereto as Schedule A and incorporated herein. Such
Fee Schedule does not include out-of-pocket disbursements of the
Custodian for which the Custodian shall be entitled to xxxx
separately. Out-of-pocket disbursements shall include, but shall not
be limited to, the items specified in the Schedule of Out-of-Pocket
charges annexed hereto as Schedule B and incorporated herein, which
schedule may be modified by the Custodian upon not less than thirty
days' prior written notice to the Fund.
(b) Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule A of this Agreement a revised Fee
Schedule, dated and signed by an Authorized Officer of each party
hereto.
(c) The Custodian will xxxx the Fund as soon as practicable after the
end of each calendar month, and said xxxxxxxx will be detailed in
accordance with the Fee Schedule. The Fund will promptly pay to the
Custodian the amount of such billing.
4. CUSTODY OF CASH AND SECURITIES.
(a) RECEIPT AND HOLDING OF ASSETS. 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 Fund shall deliver to the Custodian a certified
resolution of the Board of Directors 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 Board of Directors 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.
(b) ACCOUNTS AND DISBURSEMENTS. 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:
1. In payment for Securities purchased, as provided in Section
5 hereof;
2. In payment of dividends or distributions, as provided in
Section 7 hereof;
3. In payment for Shares reacquired by it, as described in the
Fund's Prospectus;
4. 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
5. In payment of the fees and in reimbursement of the expenses
and liabilities of the Custodian, as provided in Section 10
hereof.
(c) REPORTS BY CUSTODIAN. The Custodian shall furnish the Fund each
month with a statement summarizing all transactions and entries for
the account of the Fund. The Custodian shall furnish the Fund at the
close of each month with a detailed statement of the Securities and
moneys held for the Fund under this Agreement. The books and records
of the Custodian pertaining to its actions under this Agreement shall
be open to inspection and audit at reasonable times by officers of,
and auditors employed by, the Fund.
(d) REGISTRATION OF SECURITIES AND PHYSICAL SEPARATION. All Securities
held for the Fund, which are issued or issuable only in bearer form,
except such Securities as are held in the Book-Entry System, shall be
held by the Custodian in that form; all other Securities held for the
Fund may be registered in the name of the Fund, in the name of any
duly appointed registered nominee of the Custodian as the Custodian
may from time to time determine, or in the name of the Book-Entry
System or the Depository or their successor or successors, or their
nominee or nominees. The Fund reserves the right to instruct the
Custodian as to the method of registration and safekeeping of the
Securities of the Fund. 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.
(e) SEGREGATED ACCOUNTS. Upon receipt of a Certificate, the Custodian
will establish segregated accounts on behalf of the Fund to hold
liquid or other assets as it shall be directed by a Certificate and
shall increase or decrease the assets in such Segregated Account only
as it shall be directed by a subsequent Certificate.
(f) COLLECTION OF INCOME AND OTHER MATTERS AFFECTING SECURITIES.
Unless otherwise instructed to the contrary by a Certificate, the
Custodian by itself, or through the use of the Book-Entry System or
the Depository with respect to Securities therein deposited, shall
with respect to all Securities held for the Fund in accordance with
this Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount payable upon all
Securities which may mature or be called, redeemed or retired, or
otherwise become payable; except the Custodian shall have no
responsibility to the Fund for monitoring or ascertaining any
redemption or retirement date with respect to any put bonds which
are owned by the Fund and held by the Custodian or its nominee.
Nor shall the Custodian have any responsibility to the Fund for
any loss to the Fund for any missed payments or other defaults
resulting therefrom unless the Custodian received timely
notification from the Fund specifying the time, place and manner
for the presentment of such put bond owned by the Fund and held
by the Custodian or its nominee. The Custodian is not responsible
and assumes no liability to the Fund for the accuracy or
completeness of any notification the Custodian may furnish the
Fund with respect to put bonds;
3. Surrender Securities in temporary form for definitive
Securities;
4. 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;
5. Hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the
account of the Fund all rights and similar securities issued with
respect to any Securities held by the Custodian hereunder.
(g) DELIVERY OF SECURITIES AND EVIDENCE OF AUTHORITY. Upon receipt of
a Certificate and not otherwise, except for subparagraphs 5, 6, 7 and
8 which may be effected by Oral or Written Instructions and confirmed
by Certificates, the Custodian, directly or through the use of the
Book-Entry System or the Depository, shall:
1. Execute and deliver or cause to be executed and delivered to
such persons as may be designated in such Certificate proxies,
consents, authorizations, and any other instruments whereby the
authority of the Fund as owner of any Securities may be
exercised;
2. Deliver or cause to be delivered any Securities held for the
Fund in exchange for other Securities or cash issued or paid in
connection with the liquidation, reorganization, refinancing,
merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for the
Fund to any protective committee, reorganization committee or
other person in connection with the reorganization, refinancing,
merger, consolidation, 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;
4. Make or cause to be made such transfers or exchanges of the
assets of the Fund and take such other steps as shall be stated
in such Certificate to be for the purpose of effectuating any
duly authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund; and
5. Deliver Securities owned by the Fund upon sale of such
Securities for the account of the Fund pursuant to Section 5;
6. Deliver Securities owned by the Fund upon the receipt of
payment in connection with any repurchase agreement related to
such Securities entered into by the Fund;
7. Deliver Securities owned by the Fund to the issuer thereof
or its agent when such Securities are called, redeemed, retired
or otherwise become payable, provided, however, that in any such
case the cash or other consideration is to be delivered to the
Custodian. Notwithstanding the foregoing, the Custodian shall not
be responsible for monitoring or ascertaining any redemption and
retirement date with respect to any put bond which is owned by
the Fund and held by the Custodian or its nominee; nor shall the
Custodian have any responsibility to the Fund for any loss to the
Fund for any missed payment or other default resulting therefrom
unless the Custodian received timely notification from the Fund
specifying the time, place and manner for the presentment of such
put bond owned by the Fund and held by the Custodian or its
nominee. The Custodian is not responsible and assumes no
liability to the Fund for the accuracy or completeness of any
notification the Custodian may furnish the Fund with respect to
put bonds;
8. Deliver Securities owned by the Fund for delivery in
connection with any loans of securities made by the Fund but only
against receipt of adequate collateral as agreed upon from time
to time by the Custodian and the Fund;
9. Deliver Securities owned by the Fund for delivery as
security in connection with any borrowings by the Fund requiring
a pledge of Fund assets, but only against receipt of amounts
borrowed;
10. Deliver Securities owned by the Fund for any purpose
expressly permitted by and in accordance with procedures
described in the Fund's Prospectus; and
11. Deliver Securities owned by the Fund for any other proper
business purpose, but only upon receipt of, in addition to
Written Instructions, a certified copy of a resolution of the
Board of Directors signed by an Authorized Person and certified
by the Secretary of the Fund, specifying the Securities to be
delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper business
purpose, and naming the person or persons to whom delivery of
such Securities shall be made.
(h) ENDORSEMENT AND COLLECTION OF CHECKS, ETC. The Custodian is
hereby authorized to endorse and collect all checks, drafts or other
orders for the payment of money received by the Custodian for the
account of the Fund.
5. PURCHASE AND SALE OF INVESTMENTS OF THE FUND.
(a) Promptly after each purchase of Securities by the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Certificate, and
(ii) with respect to each purchase of Money Market Securities, either
a Certificate or Oral Instructions, in either case specifying with
respect to each such purchase: (1) the name of the issuer and the
title of the Securities; (2) the number of shares or the principal
amount purchased and accrued interest, if any; (3) the date of
purchase and settlement; (4) the purchase price per unit; (5) the
total amount payable upon such purchase; (6) the name of the person
from whom or the broker through whom the purchase was made; and (7)
whether or not such purchase is to be settled through the Book-Entry
System or the Depository. 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 or Oral Instructions.
(b) Promptly after each sale of Securities by the Fund, the Fund
shall deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate, and
(ii) with respect to each sale of Money market Securities, a
Certificate or Oral Instructions, in either case specifying with
respect to each such sale: (1) the name of the issuer and the title of
the Security; (2) the number of shares or principal amount sold, and
accrued interest, if any; (3) the date of sale; (4) the sale price per
unit; (5) the total amount payable to the Fund upon such sale; (6) the
name of the broker through whom or the person to whom the sale was
made; and (7) whether or not such sale is to be settled through the
Book-Entry System or the Depository. The Custodian shall deliver or
cause to be delivered the Securities 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 or Oral
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.
6. LENDING OF SECURITIES.
(a) Within 24 hours after any loan of Securities by the Fund as
disclosed in its Prospectus, the Fund shall deliver or cause to be
delivered to the Custodian written Instructions specifying with
respect to each such loan: (1) the name of the issuer and the title of
the Securities; (2) the number of shares or the principal amount
loaned; (3) the date of loan and delivery; (4) 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; (5) the name of the broker, dealer or financial
institution to which the loan was made; and (6) whether the Securities
loaned are to be delivered through the Book-Entry System or the
Depository.
(b) Promptly after each termination of a loan of Securities, the
Fund shall deliver to the Custodian written Instructions specifying
with respect to each such loan termination and return of Securities:
(1) the name of the issuer and the title of the Securities to be
returned; (2) the number of shares or the principal amount to be
returned; (3) the date of termination; (4) the total amount to be
delivered by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said Written
Instructions); (5) the name of the broker, dealer or financial
institution from which the Securities will be returned; and (6)
whether such return is to be effected through the Book-Entry System or
the Depository. 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
moneys held for the account of the Fund, the total amount payable upon
such return of Securities as set forth in the written Instructions.
Securities returned to the Custodian shall be held as they were prior
to such loan.
7. PAYMENT OF DIVIDENDS OR DISTRIBUTIONS.
(a) The Fund shall furnish to the Custodian a copy of the resolution
of the Board of Directors, 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 Transfer Agent on the payment
date, or (ii) authorizing the declaration of dividends and
distributions on a specified periodic 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 Transfer Agent on the payment date.
(b) 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 Transfer Agent.
8. INDEBTEDNESS.
(a) The Fund will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money for
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: (1) the
name of the bank; (2) the amount and terms of the borrowing, which may
be set forth by incorporating by reference an attached promissory
note, duly endorsed by the Fund, or other loan agreement; (3) the time
and date, if known, on which the loan is to be entered into; (4) the
date on which the loan becomes due and payable; (5) the total amount
payable to the Fund on the borrowing date; (6) the market value of
Securities to be delivered as collateral for such loan, including the
name of the issuer, the title and the number of shares or the
principal amount of any particular Securities; (7) whether the
Custodian is to deliver such collateral through the Book-Entry System
or the Depository; and (8) a statement that such loan is in
conformance with the 1940 Act and the Fund's Prospectus.
(b) Upon receipt of the Certificate referred to in the preceding
paragraph, 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 Section. 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 all of the
information required by this Section, the Custodian shall not be under
any obligation to deliver any Securities. Collateral returned to the
Custodian shall be held hereunder as it was prior to being used as
collateral.
9. PERSONS HAVING ACCESS TO ASSETS OF THE PORTFOLIOS.
(a) No Director, officer, employee or agent of the Fund, and no
officer, director, employee or agent of the Fund's investment adviser,
shall have physical access to the assets of the Fund held by the
Custodian or be authorized or permitted to withdraw any investments of
the Fund, nor shall the Custodian deliver any assets of the Fund to
any such person. No officer, director, employee or agent of the
Custodian who holds any similar position with the Fund or the Fund's
investment adviser shall have access to the assets of the Fund.
(b) The individuals employed by the Custodian duly authorized by the
Board of Directors of the Custodian to have access to the assets of
the Fund are listed in the certification annexed hereto as Appendix A.
The Custodian shall advise the Fund of any change in the individuals
authorized to have access to the assets of the Fund by written notice
to the Fund accompanied by a certified copy of the authorizing
resolution of the Custodian's Board of Directors approving such
change.
(c) Nothing in this Section 9 shall prohibit any officer, employee
or agent of the Fund, or any officer, employee or agent of the Fund's
investment adviser, from giving Oral Instructions or Written
Instructions to the Custodian or executing a Certificate so long as it
does not result in delivery of or access to assets of the Fund
prohibited by paragraph (a) of this Section 9.
10. CONCERNING THE CUSTODIAN.
(a) STANDARD OF CONDUCT. Except as otherwise provided herein,
neither the Custodian nor its nominee shall be liable for any loss or
damage, including counsel fees, resulting from its action or omission
to act or otherwise, except for any such loss or damage arising out of
its own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder, 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
the Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
(b) LIMIT OF DUTIES. Without limiting the generality of the
foregoing, the Custodian shall be under no duty or obligation to
inquire into, and shall not be liable for:
1. The validity of the issue of any Securities purchased, 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;
2. The legality of the issue or sale of any of the Fund's
Shares, or the sufficiency of the amount to be received therefor;
3. The legality of the declaration or payment of any dividend
by the Fund; or
4. The legality of any borrowing by the Fund using Securities
as collateral.
(c) NO LIABILITY UNTIL RECEIPT. The Custodian shall not be liable
for, or considered to be the Custodian of, any money, whether or not
represented by any check, draft or other instrument for the payment of
money, received by it on behalf of the Fund until the Custodian
actually receives and collects such money directly or by the final
crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
(d) AMOUNTS DUE FROM TRANSFER AGENT. The Custodian shall not be
under any duty or obligation to take action to effect collection of
any amount due to the Fund from the Transfer Agent nor to take any
action to effect payment or distribution by the Transfer Agent of any
amount paid by the Custodian to the Transfer Agent in accordance with
this Agreement.
(e) COLLECTION WHERE PAYMENT REFUSED. The Custodian shall not be
under any duty or obligation to take action to effect collection of
any amount, if the Securities upon which such amount is payable are in
default, or if payment is refused after due demand or presentation,
unless and until (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.
(f) APPOINTMENT OF AGENTS AND SUB-CUSTODIAN. The Custodian may
appoint one or more banking institutions, including, but not limited
to, banking institutions located in foreign countries, to act as
Depository or Depositories or as Sub-Custodian or Sub-Custodians of
Securities and moneys at any time owned by the Fund, upon terms and
conditions specified in a Certificate. The Custodian shall use
reasonable care in selecting a Depository and/or Sub-Custodian located
in a country other than the United States ("Foreign Sub-Custodian"),
and shall oversee the maintenance of any Securities or moneys of the
Fund by any Foreign Sub-Custodian.
(g) NO DUTY TO VALUE ASSETS. The Custodian shall not be under any
duty or obligation to value the assets of the Fund.
(h) NO DUTY TO ASCERTAIN AUTHORITY. The Custodian shall not be under
any duty or obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such as
properly may be held by the Fund under the provisions of its Articles
of Incorporation and Prospectus.
(i) COMPENSATION OF THE CUSTODIANS. The Custodian shall be entitled
to receive and the Fund agrees to pay to the Custodian such
compensation as may be agreed upon from time to time between the
Custodian and the Fund. 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 any Sub-Custodian incurred
in settling outside of Boston, Massachusetts or New York City
transactions involving the purchase and sale of Securities of the
Fund.
(j) RELIANCE ON CERTIFICATES AND INSTRUCTIONS. The Custodian shall
be entitled to rely upon any Certificate, notice or other instrument
in writing received by the Custodian and reasonably believed by the
Custodian to be a Certificate. The Custodian shall be entitled to rely
upon any Oral Instructions and any Written Instructions actually
received by the Custodian pursuant to the applicable Sections of this
Agreement and reasonably believed by the Custodian to be genuine and
to be given by an Authorized Person. The Fund agrees to forward to the
Custodian Written Instructions confirming such Oral Instructions in
such manner so that such Written Instructions are received by the
Custodian, whether by hand delivery, telex or otherwise, by the close
of business on the same day that such Oral Instructions are given to
the Custodian. The Fund agrees that the fact that such confirming
instructions are not received by the Custodian shall in no way affect
the validity of the transactions or enforceability of the transactions
hereby authorized by the Fund. The Fund agrees that the Custodian
shall incur no liability to the Fund in acting upon Oral Instructions
given to the Custodian hereunder concerning such transactions,
provided such instructions reasonably appear to have been received
from an Authorized Person.
(k) INSPECTION OF BOOKS AND RECORDS. 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 1940 Act 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.
The Custodian shall provide the Fund with any report obtained by
the Custodian on the system of internal accounting control of the
Book-Entry System or the Depository and with such reports on its own
systems of internal accounting control as the Fund may reasonably
request from time to time.
11. TERM AND TERMINATION.
(a) This Agreement shall become effective on the date first set
forth above (the "Effective Date") and shall continue in effect
thereafter as the parties may mutually agree.
(b) Either of the parties hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of
such termination, which shall be not less than 60 days after the date
of receipt of such notice. In the event such notice is given by the
Fund, it shall be accompanied by a certified resolution of the Board
of Directors of the Fund, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which shall
be qualified to so act under the 1940 Act. In the event such notice is
given by the Custodian, the Fund shall, on or before the termination
date, deliver to the Custodian a certified resolution of the Board of
Directors of the Fund, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian which shall be qualified
to so act under the 0000 Xxx. If a successor custodian is not
designated by the Fund or the Custodian, the Fund shall, upon the date
specified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities
held in the Book-Entry System which cannot be delivered to the Fund)
and 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.
(c) Upon the date set forth in such notice under paragraph (b) of
this Section 11, 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.
12. MISCELLANEOUS.
(a) Annexed hereto as Appendix A is a certification 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 certification 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 certification shall
be received, the Custodian shall be fully protected in acting under
the provisions of this Agreement upon Oral Instructions or signatures
of the present Authorized Persons as set forth in the last delivered
certification.
(b) Annexed hereto as Appendix B is a certification signed by 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 certification in similar form
in the event any such present Officer ceases to be an Officer of the
Fund, or in the event that other or additional Officers are elected or
appointed. Until such new certification shall be received, the
Custodian shall be fully protected in acting under the provisions of
this Agreement upon the signatures of the Officers as set forth in the
last delivered certification.
(c) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Custodian, shall be
sufficiently given if addressed to the Custodian and mailed or
delivered to it at its offices at Xxx Xxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, or at such other place as the Custodian may from
time to time designate in writing.
(d) Any notice or other instrument in writing, authorized or
required by this Agreement to be given to the Fund, shall be
sufficiently given if addressed to the Fund and mailed or delivered to
it at its 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.
(e) This Agreement may not be amended or modified in any manner
except by a written agreement executed by both parties with the same
formality as this Agreement and as may be permitted or required by the
1940 Act.
(f) This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund
without the written consent of the Custodian, or by the Custodian
without the written consent of the Fund authorized or approved by a
resolution of the Board of Directors of the Fund, and any attempted
assignment without such written consent shall be null and void.
(g) This Agreement shall be construed in accordance with the laws
of the State of New York.
(h) The captions of the Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. (i) This
Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective Officers, thereunto duly authorized, and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: DREYFUS STRATEGIC MUNICIPALS, INC.
/s/ XXXXXX X. XXXXXXX By: /s/ XXXXXXX X. XXXXXXXX
----------------------- -------------------------
Title: President
Attest: BOSTON SAFE DEPOSIT AND TRUST COMPANY
/s/ XXXXXXXXX X. XXXXXXX By: /s/ XXXX X. XXXXXX
------------------------ ---------------------------
Title: President
