CUSTODY AGREEMENT
AGREEMENT dated as of November 13, 1995, between
DREYFUS LIFE AND ANNUITY INDEX FUND, INC., D/B/A DREYFUS
STOCK INDEX FUND, a corporation organized under the laws of
the State of Maryland (the "Fund"), having its principal
office and place of business at 000 Xxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, and BOSTON SAFE DEPOSIT AND TRUST COMPANY
(the "Custodian"), a Massachusetts trust company with its
principal 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 or in any Schedules to
this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following
meanings:
(a) "Affiliated Person" shall have the meaning of the
term within Section 2(a)3 of the 1940 Act.
(b) "Authorized Person" shall mean those persons duly
authorized by the Board of Directors of the Fund to give
Oral Instructions and Written Instructions on behalf of the
Fund and listed in the certification annexed hereto as
Appendix A or such other certification as may be received
by the Custodian from time to time.
(c) "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and
federal agency Securities, its successor or successors and
its nominee or nominees, in which the Custodian is hereby
specifically authorized and instructed on a continuous and
on-going basis to deposit all Securities eligible for
deposit therein, and to utilize the Book-Entry System to
the extent possible in connection with its performance
hereunder.
(d) "Business Day" shall mean each day on which the
Fund is required to determine its net asset value, and any
other day on which the Securities and Exchange Commission
may require the Fund to be open for business.
(e) "Certificate" shall mean any notice, instruction
or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, which is
actually received by the Custodian and signed on behalf of
the Fund by any two Authorized Persons or any two officers
thereof.
(f) "Articles of Incorporation" shall mean the
Articles of Incorporation of the Fund dated January 23,
1989 as the same may be amended from time to time.
(g) "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the
Securities and Exchange Commission under Section 17(a) of
the Securities Exchange Act of 1934, as amended, its
successor or successors and its nominee or nominees, in
which the Custodian is hereby specifically authorized and
instructed on a continuous and on-going basis to deposit
all Securities eligible for deposit therein, and to utilize
the Book-Entry System to the extent possible in connection
with its performance hereunder. The term "Depository"
shall further mean and include any other person to be named
in a Certificate authorized to act as a depository under
the 1940 Act, its successor or successors and its nominee
or nominees.
(h) "Money Market Security" shall be deemed to
include, without limitation, debt obligations issued or
guaranteed as to interest and principal by the government
of the United States or agencies or instrumentalities
thereof ("U.S. government securities"), commercial paper,
bank certificates of deposit, bankers' acceptances and
short-term corporate obligations, where the purchase or
sale of such securities normally requires settlement in
federal funds on the same day as such purchase or sale, and
repurchase and reverse repurchase agreements with respect
to any of the foregoing types of securities and bank time
deposits.
(i) "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from a person reasonably
believed by the Custodian to be an Authorized Person.
(j) "Prospectus" shall mean the Fund's current
prospectus and statement of additional information relating
to the registration of the Fund's Shares under the
Securities Act of 1933, as amended.
(k) "Shares" shall mean all or any part of each class
of Common Stock of the Fund listed in the Certificate
annexed hereto as Appendix B, as it may be amended from
time to time, which from time to time are authorized and/or
issued by the Fund.
(l) "Security" or "Securities" shall be deemed to
include bonds, debentures, notes, stocks, shares, evidences
of indebtedness, and other securities, commodities
interests and investments from time to time owned by the
Fund.
(m) "Transfer Agent" shall mean the person which
performs the transfer agent, dividend disbursing agent and
shareholder servicing agent functions for the Fund.
(n) "Written Instructions" shall mean a written
communication actually received by the Custodian from a
person reasonably believed by the Custodian to be an
Authorized Person by any system, including, without
limitation, electronic transmissions, facsimile and telex,
whereby the receiver of such communication is able to
verify by codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such
communication.
(o) The "1940 Act" refers to the Investment Company
Act of 1940, and the Rules and Regulations thereunder, all
as amended from time to time.
2. Appointment of Custodian.
(a) The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and monies at
the time owned by or in the possession of the Fund during
the period of this Agreement.
(b) The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
3. Compensation.
(a) The Fund will compensate the Custodian for its
services rendered under this Agreement in accordance with
the fees set forth in the Fee Schedule annexed hereto as
Schedule A and incorporated herein. Such Fee Schedule does
not include out-of-pocket disbursements of the Custodian
for which the Custodian shall be entitled to xxxx
separately. Out-of-pocket disbursements shall consist of
the items specified in the Schedule of Out-of-pocket
charges annexed hereto as Schedule B and incorporated
herein, which schedule may be modified by the Custodian
upon not less than thirty days prior written notice to the
Fund.
(b) Any compensation agreed to hereunder may be
adjusted from time to time by attaching to Schedule A of
this Agreement a revised Fee Schedule, dated and signed by
an Authorized Officer or authorized representative of each
party hereto.
(c) The Custodian will xxxx the Fund as soon as
practicable after the end of each calendar month, and said
xxxxxxxx will be detailed in accordance with Schedule A, as
amended from time to time. The Fund will promptly pay to
the Custodian the amount of such billing. The Custodian may
charge against any monies held on behalf of the Fund
pursuant to this Agreement such compensation and
disbursements incurred by the Custodian in the performance
of its duties pursuant to this Agreement. The Custodian
shall also be entitled to charge against any money held on
behalf of the Fund pursuant to this Agreement the amount of
any loss, damage, liability or expense incurred with
respect to the Fund, including counsel fees, for which it
shall be entitled to reimbursement under the provisions of
this Agreement.
4. Custody of Cash and Securities.
(a) Receipt and Holding of Assets.
The Fund will deliver or cause to be delivered to the
Custodian or its permitted Sub-Custodians all Securities
and monies owned by it at any time during the period of
this Agreement. The Custodian will not be responsible for
such Securities and monies until actually received by it.
The Fund shall instruct the Custodian from time to time in
its sole discretion, by means of Written Instructions, or,
in connection with the purchase or sale of Money Market
Securities, by means of Oral Instructions confirmed in
writing in accordance with Section 11(h) hereof or Written
Instructions, as to the manner in which and in what amounts
Securities and monies are to be deposited on behalf of the
Fund in the Book-Entry System or the Depository.
Securities and monies of the Fund deposited in the Book-
Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian
for customers, including but not limited to accounts for
which the Custodian acts in a fiduciary or representative
capacity.
(b) Accounts and Disbursements. The Custodian shall
establish and maintain a separate account for the Fund and
shall credit to the separate account all monies received by
it for the account of such Fund and shall disburse the same
only:
1. In payment for Securities purchased for the
Fund, as provided in Section 5 hereof;
2. In payment of dividends or distributions with
respect to the Shares, as provided in Section 7 hereof;
3. In payment of original issue or other taxes
with respect to the Shares, as provided in Section 8
hereof;
4. In payment for Shares which have been
redeemed by the Fund, as provided in Section 8 hereof;
5. Pursuant to a Certificate setting forth the
name and address of the person to whom the payment is to be
made, the amount to be paid and the purpose for which
payment is to be made, provided that in the event of
disbursements pursuant to this Sub-section 4(b)(5), the
Fund shall indemnify and hold the Custodian harmless from
any claims or losses arising out of such disbursements in
reliance on such Certificate; or
6. In payment of fees and in reimbursement of
the expenses and liabilities of the Custodian attributable
to the Fund, as provided in Sections 3 and 11(i).
(c) Confirmation and Statements. Promptly after the
close of business on each day, the Custodian shall furnish
the Fund with confirmations and a summary of all transfers
to or from the account of the Fund during said day. Where
securities purchased by the Fund are in a fungible bulk of
securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's account on the books
of the Depository or the Book-Entry System, the Custodian
shall by book entry or otherwise identify the quantity of
those securities belonging to the Fund. At least monthly,
the Custodian shall furnish the Fund with a detailed
statement of the Securities and monies held for the Fund
under this Agreement.
(d)
Registration of Securities and Physical Separation.
All Securities held for the Fund which are issued or
issuable only in bearer form, except such Securities as are
held in the Book-Entry System, shall be held by the
Custodian in that form; all other Securities held for the
Fund may be registered in the name of the Fund, in the name
of the Custodian, in the name of any duly appointed
registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-
Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund
reserves the right to instruct the Custodian as to the
method of registration and safekeeping of the Securities.
The Fund agrees to furnish to the Custodian appropriate
instruments to enable the Custodian to hold or deliver in
proper form for transfer, or to register in the name of its
registered nominee or in the name of the Book-Entry System
or the Depository, any Securities which it may hold for the
account of the Fund and which may from time to time be
registered in the name of the Fund. The Custodian shall
hold all such Securities specifically allocated to the Fund
which are not held in the Book-Entry System or the
Depository in a separate account for the Fund in the name
of the Fund physically segregated at all times from those
of any other person or persons.
(e) Segregated Accounts. Upon receipt of a
Certificate the Custodian will establish segregated
accounts on behalf of the Fund to hold liquid or other
assets as it shall be directed by a Certificate and shall
increase or decrease the assets in such segregated accounts
only as it shall be directed by subsequent Certificate.
(f) Collection of Income and Other Matters Affecting
Securities. Unless otherwise instructed to the contrary by
a Certificate, the Custodian by itself, or through the use
of the Book-Entry System or the Depository with respect to
Securities therein deposited, shall with respect to all
Securities held for the Fund in accordance with this
Agreement:
1. Collect all income due or payable;
2. Present for payment and collect the amount
payable upon all Securities which may mature or be called,
redeemed, retired or otherwise become payable.
Notwithstanding the foregoing, the Custodian only shall
have such responsibility to the Fund for Securities which
are called if either (i) the Custodian received a written
notice of such call; or (ii) notice of such call appears in
one or more of the publications listed in Appendix C
annexed hereto, which may be amended at any time by the
Custodian upon five (5) Business Days prior notification to
the Fund;
3. Surrender Securities in temporary form for
definitive Securities;
4. Execute any necessary declarations or
certificates of ownership under the Federal income tax laws
or the laws or regulations of any other taxing authority
now or hereafter in effect; and
5. Hold directly, or through the Book-Entry
System or the Depository with respect to Securities therein
deposited, for the account of the Fund all rights and
similar Securities issued with respect to any Securities
held by the Custodian hereunder for the Fund.
(g) Delivery of Securities and Evidence of Authority.
Upon receipt of a Certificate, the Custodian, directly or
through the use of the Book-Entry System or the Depository,
shall:
1. Execute and deliver or cause to be executed
and delivered to such persons as may be designated in such
Certificate, proxies, consents, authorizations, and any
other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
2. Deliver or cause to be delivered any
Securities held for the Fund in exchange for other
Securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege;
3. Deliver or cause to be delivered any
Securities held for the Fund to any protective committee,
reorganization committee or other person in connection with
the reorganization, refinancing, merger, consolidation or
recapitalization or sale of assets of any corporation, and
receive and hold under the terms of this Agreement in the
separate account for the Fund such certificates of deposit,
interim receipts or other instruments or documents as may
be issued to it to evidence such delivery;
4. Make or cause to be made such transfers or
exchanges of the assets specifically allocated to the
separate account of the Fund and take such other steps as
shall be stated in a Certificate to be for the purpose of
effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization
of the Fund;
5. Deliver Securities upon the receipt of
payment in connection with any repurchase agreement related
to such Securities entered into by the Fund;
6. Deliver Securities owned by the Fund to the
issuer thereof or its agent when such Securities are called
or otherwise become payable. Notwithstanding the
foregoing, the Custodian shall have no responsibility for
monitoring or ascertaining any call, redemption or
retirement dates with respect to put bonds which are owned
by the Fund and held by the Custodian or its nominees. Nor
shall the Custodian have any responsibility or liability to
the Fund for any loss by the Fund for any missed payments
or other defaults resulting therefrom; unless the Custodian
received timely notification from the Fund specifying the
time, place and manner for the presentment of any such put
bond owned by the Fund and held by the Custodian or its
nominee. The Custodian shall not be responsible and
assumes no liability to the Fund for the accuracy or
completeness of any notification the Custodian may furnish
to the Fund with respect to put bonds
7. Deliver Securities for delivery in connection
with any loans of Securities made by the Fund but only
against receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Fund which may be in
the form of cash or U.S. government securities or a letter
of credit;
8. Deliver Securities for delivery as security
in connection with any borrowings by the Fund requiring a
pledge of Fund assets, but only against receipt of amounts
borrowed;
9. Deliver Securities upon receipt of a
Certificate from the Fund for delivery to the Transfer
Agent or to the holders of Shares in connection with
distributions in kind, as may be described from time to
time in the Fund's Prospectus, in satisfaction of requests
by holders of Shares for repurchase or redemption;
10. Deliver Securities as collateral in
connection with short sales by the Fund of common stock for
which the Fund owns the stock or owns preferred stocks or
debt securities convertible or exchangeable, without
payment or further consideration, into shares of the common
stock sold short;
11. Deliver Securities for any purpose expressly
permitted by and in accordance with procedures described in
the Fund's Prospectus; and
12. Deliver Securities for any other proper
business purpose, but only upon receipt of, in addition to
Written Instructions, a certified copy of a resolution of
the Board of Directors signed by an Authorized Person and
certified by the Secretary of the Fund, specifying the
Securities to be delivered, setting forth the purpose for
which such delivery is to be made, declaring such purpose
to be a proper business purpose, and naming the person or
persons to whom delivery of such Securities shall be made.
(h) Endorsement and Collection of Checks, Etc. The
Custodian is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money
received by the Custodian for the account of the Fund.
5. Purchase and Sale of Investments of the Fund.
(a) Promptly after each purchase of Securities for the
Fund, the Fund shall deliver to the Custodian (i) with
respect to each purchase of Securities which are not Money
Market Securities, a Certificate; and (ii) with respect to
each purchase of Money Market Securities, either a Written
Instruction or Oral Instruction, in either case specifying
with respect to each purchase: (1) the name of the issuer
and the title of the Securities; (2) the number of shares
or the principal amount purchased and accrued interest, if
any; (3) the date of purchase and settlement; (4) the
purchase price per unit; (5) the total amount payable upon
such purchase; (6) the name of the person from whom or the
broker through whom the purchase was made, if any; and (7)
whether or not such purchase is to be settled through the
Book-Entry System or the Depository. The Custodian shall
receive the Securities purchased by or for the Fund and
upon receipt of Securities shall pay out of the monies held
for the account of the Fund the total amount payable upon
such purchase, provided that the same conforms to the total
amount payable as set forth in such Certificate, Written or
Oral Instruction.
(b) Promptly after each sale of Securities of the
Fund, the Fund shall deliver to the Custodian (i) with
respect to each sale of Securities which are not Money
Market Securities, a Certificate, and (ii) with respect to
each sale of Money Market Securities, either Written
Instruction or Oral Instructions, in either case specifying
with respect to such sale: (1) the name of the issuer and
the title of the Securities; (2) the number of shares or
principal amount sold, and accrued interest, if any; (3)
the date of sale; (4) the sale price per unit; (5) the
total amount payable to the Fund upon such sale; (6) the
name of the broker through whom or the person to whom the
sale was made; and (7) whether or not such sale is to be
settled through the Book-Entry System or the Depository.
The Custodian shall deliver or cause to be delivered the
Securities to the broker or other person designated by the
Fund upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the
total amount payable to the Fund as set forth in such
Certificate, Written or Oral Instruction. Subject to the
foregoing, the Custodian may accept payment in such form as
shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs
prevailing among dealers in Securities.
6. Lending of Securities.
If the Fund is permitted by the terms of the
Articles of Incorporation and as disclosed in its
Prospectus to lend securities, within 24 hours after each
loan of Securities, the Fund shall deliver to the Custodian
a Certificate specifying with respect to each such loan:
(a) the name of the issuer and the title of the Securities;
(b) the number of shares or the principal amount loaned;
(c) the date of loan and delivery; (d) the total amount to
be delivered to the Custodian, and specifically allocated
against the loan of the Securities, including the amount of
cash collateral and the premium, if any, separately
identified; and (e) the name of the broker, dealer or
financial institution to which the loan was made.
Promptly after each termination of a loan of
Securities, the Fund shall deliver to the Custodian a
Certificate specifying with respect to each such loan
termination and return of Securities: (a) the name of the
issuer and the title of the Securities to be returned; (b)
the number of shares or the principal amount to be
returned; (c) the date of termination; (d) the total amount
to be delivered by the Custodian (including the cash
collateral for such Securities minus any offsetting credits
as described in said Certificate); and (e) the name of the
broker, dealer or financial institution from which the
Securities will be returned. The Custodian shall receive
all Securities returned from the broker, dealer or
financial institution to which such Securities were loaned
and upon receipt thereof shall pay the total amount payable
upon such return of Securities as set forth in the
Certificate. Securities returned to the Custodian shall be
held as they were prior to such loan.
7. Payment of Dividends or Distributions.
(a) The Fund shall furnish to the Custodian a
Certificate specifying the date of payment of any dividend
or distribution, and the total amount payable to the
Transfer Agent on the payment date.
(b) Upon the payment date specified in such
Certificate, the Custodian shall pay out the total amount
payable to the Transfer Agent of the Fund.
8. Sale and Redemption of Shares of the Fund.
(a) Whenever the Fund shall sell any Shares, or
whenever any shares are redeemed, the Fund shall deliver or
cause to be delivered to the Custodian a Written
Instruction from the Transfer Agent duly specifying:
1. The net amount of money to be received by the
Custodian, where the sale of such Shares exceeds
redemption; and
2. The net amount of money to be paid for such
Shares, where redemptions exceed purchases.
The Custodian understands and agrees that Written
Instructions may be furnished subsequent to the purchase of
Shares and that the information contained therein will be
derived from the sales of Shares as reported to the Fund by
the Transfer Agent.
(b) Upon receipt of money from the Transfer Agent, the
Custodian shall credit such money to the separate account
of the Fund.
(c) Upon issuance of any Shares in accordance with the
foregoing provisions of this Section 8, the Custodian shall
pay all original issue or other taxes required to be paid
in connection with such issuance upon the receipt of a
Written Instruction specifying the amount to be paid.
(d) Upon receipt from the Transfer Agent of Written
Instructions setting forth the net amount of money to be
paid for Shares received by the Transfer Agent for
redemption, the Custodian shall make payment to the
Transfer Agent of such net amount.
9. Indebtedness.
(a) The Fund will cause to be delivered to the
Custodian by any bank (excluding the Custodian) from which
the Fund borrows money for investment or for temporary
administrative or emergency purposes using Securities as
collateral for such borrowings, a notice or undertaking in
the form currently employed by any such bank setting forth
the amount which such bank will loan to the Fund against
delivery of a stated amount of collateral. The Fund shall
promptly deliver to the Custodian a Certificate stating
with respect to each such borrowing: (1) the name of the
bank; (2) the amount and terms of the borrowing, which may
be set forth by incorporating by reference an attached
promissory note, duly endorsed by the Fund, or other loan
agreement; (3) the time and date, if known, on which the
loan is to be entered into (the "borrowing date"); (4) the
date on which the loan becomes due and payable; (5) the
total amount payable to the Fund on the borrowing date; (6)
the market value of Securities to be delivered as
collateral for such loan, including the name of the issuer,
the title and the number of shares or the principal amount
of any particular Securities; and (7) a statement that such
loan is in conformance with the 1940 Act and the Fund's
Prospectus.
(b) Upon receipt of the Certificate referred to in
subparagraph (a) above, the Custodian shall deliver on the
borrowing date the specified collateral and the executed
promissory note, if any, against delivery by the lending
bank of the total amount of the loan payable, provided that
the same conforms to the total amount payable as set forth
in the Certificate. The Custodian may, at the option of
the lending bank, keep such collateral in its possession,
but such collateral shall be subject to all rights therein
given the lending bank by virtue of any promissory note or
loan agreement. The Custodian shall deliver as additional
collateral in the manner directed by the Fund from time to
time such Securities as may be specified in the Certificate
to collateralize further any transaction described in this
Section 9. The Fund shall cause all Securities released
from collateral status to be returned directly to the
Custodian, and the Custodian shall receive from time to
time such return of collateral as may be tendered to it.
In the event that the Fund fails to specify in the
Certificate all of the information required by this Section
9, the Custodian shall not be under any obligation to
deliver any Securities. Collateral returned to the
Custodian shall be held hereunder as it was prior to being
used as collateral.
10. Persons Having Access to Assets of the Fund.
(a) No trustee or agent of the Fund, and no officer,
director, employee or agent of the Fund's investment
adviser, of any sub-investment adviser of the Fund, or of
the Fund's administrator, shall have physical access to the
assets of the Fund held by the Custodian or be authorized
or permitted to withdraw any investments of the Fund, nor
shall the Custodian deliver any assets of the Fund to any
such person. No officer, director, employee or agent of
the Custodian who holds any similar position with the
Fund's investment adviser, with any sub-investment adviser
of the Fund or with the Fund's administrator shall have
access to the assets of the Fund.
(b) Nothing in this Section 10 shall prohibit any duly
authorized officer, employee or agent of the Fund, or any
duly authorized officer, director, employee or agent of the
investment adviser, of any sub-investment adviser of the
Fund or of the Fund's administrator, from giving Oral
Instructions or Written Instructions to the Custodian or
executing a Certificate so long as it does not result in
delivery of or access to assets of the Fund prohibited by
paragraph (a) of this Section 10.
11. Concerning the Custodian.
(a) Standard of Conduct. Notwithstanding any other
provision of this Agreement, neither the Custodian nor its
nominee shall be liable for any loss or damage, including
counsel fees, resulting from its action or omission to act
or otherwise, except for any such loss or damage arising
out of the negligence, misfeasance or willful misconduct of
the Custodian or any of its employees, Sub-Custodians or
agents. The Custodian may, with respect to questions of
law, apply for and obtain the advice and opinion of counsel
to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything
done or omitted by it in good faith in conformity with such
advice or opinion. The Custodian shall not be liable to
the Fund for any loss or damage resulting from the use of
the Book-Entry System or the Depository, except to the
extent such loss or damage arises by reason of any
negligence, misfeasance or willful misconduct on the part
of the Custodian or any of its employees or agents.
(b) Limit of Duties. Without limiting the generality
of the foregoing, the Custodian shall be under no duty or
obligation to inquire into, and shall not be liable for:
1. The validity of the issue of any Securities
purchased by the Fund, the legality of the purchase
thereof, or the propriety of the amount paid therefor;
2. The legality of the sale of any Securities by
the Fund or the propriety of the amount for which the same
are sold;
3. The legality of the issue or sale of any
Shares, or the sufficiency of the amount to be received
therefor;
4. The legality of the redemption of any Shares,
or the propriety of the amount to be paid therefor;
5. The legality of the declaration or payment of
any distribution of the Fund;
6. The legality of any borrowing for temporary
or emergency administrative purposes.
(c) No Liability Until Receipt. The Custodian shall
not be liable for, or considered to be the Custodian of,
any money, whether or not represented by any check, draft,
or other instrument for the payment of money, received by
it on behalf of the Fund until the Custodian actually
receives and collects such money directly or by the final
crediting of the account representing the Fund's interest
in the Book-Entry System or the Depository.
(d) Amounts Due from Transfer Agent. The Custodian
shall not be under any duty or obligation to take action to
effect collection of any amount due to the Fund from the
Transfer Agent nor to take any action to effect payment or
distribution by the Transfer Agent of any amount paid by
the Custodian to the Transfer Agent in accordance with this
Agreement.
(e) Collection Where Payment Refused. The Custodian
shall not be under any duty or obligation to take action to
effect collection of any amount, if the Securities upon
which such amount is payable are in default, or if payment
is refused after due demand or presentation, unless and
until (a) it shall be directed to take such action by a
Certificate and (b) it shall be assured to its satisfaction
of reimbursement of its costs and expenses in connection
with any such action.
(f) Appointment of Agents and Sub-Custodians. The
Custodian may appoint one or more banking institutions,
including but not limited to banking institutions located
in foreign countries, to act as Depository or Depositories
or as Sub-Custodian or as Sub-Custodians of Securities and
monies at any time owned by the Fund. The Custodian shall
use reasonable care in selecting a Depository and/or Sub-
Custodian located in a country other than the United States
("Foreign Sub-Custodian"), which selection shall be in
accordance with the requirements of Rule 17f-5 under the
1940 Act, and shall oversee the maintenance of any
Securities or monies of the Fund by any Foreign Sub-
Custodian. In addition, the Custodian shall hold the Fund
harmless from, and indemnify the Fund against, any loss,
action, claim, demand, expense and proceeding, including
counsel fees, that occurs as a result of the failure of any
Foreign Sub-Custodian or Depository to exercise reasonable
care with respect to the safekeeping of Securities and
monies of the Fund. Notwithstanding the generality of the
foregoing, however, the Custodian shall not be liable for
any losses resulting from the general risk of investing or
holding Securities and monies in a particular country,
including, but not limited to, losses resulting from
nationalization, expropriation, devaluation, revaluation,
confiscation, seizure, cancellation, destruction or similar
action by any governmental authority, de facto or de jure;
or enactment, promulgation, imposition or enforcement by
any such governmental authority of currency restrictions,
exchange controls, taxes, levies or other charges affecting
the Fund's property; or acts of war, terrorism,
insurrection or revolution; or any other similar act or
event beyond the Custodian's control.
(g) No Duty to Ascertain Authority. The Custodian
shall not be under any duty or obligation to ascertain
whether any Securities at any time delivered to or held by
it for the Fund are such as may properly be held by the
Fund under the provisions of the Articles of Incorporation
and the Prospectus.
(h) Reliance on Certificates and Instructions. The
Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be
genuine and to be signed by an officer or Authorized Person
of the Fund. The Custodian shall be entitled to rely upon
any Written Instructions or Oral Instructions actually
received by the Custodian pursuant to the applicable
Sections of this Agreement and reasonably believed by the
Custodian to be genuine and to be given by an Authorized
Person. The Fund agrees to forward to the Custodian
Written Instructions from an Authorized Person confirming
such Oral Instructions in such manner so that such Written
Instructions are received by the Custodian, whether by hand
delivery, telex or otherwise, by the close of business on
the same day that such Oral Instructions are given to the
Custodian. The Fund agrees that the fact that such
confirming instructions are not received by the Custodian
shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions
given to the Custodian hereunder concerning such
transactions provided such instructions reasonably appear
to have been received from a duly Authorized Person.
(i) Overdraft Facility and Security for Payment. In
the event that the Custodian is directed by Written
Instruction (or Oral Instructions confirmed in writing in
accordance with Section 11(h) hereof) to make any payment
or transfer of monies on behalf of the Fund for which there
would be, at the close of business on the date of such
payment or transfer, insufficient monies held by the
Custodian on behalf of the Fund, the Custodian may, in its
sole discretion, provide an overdraft (an "Overdraft") to
the Fund in an amount sufficient to allow the completion of
such payment or transfer. Any Overdraft provided
hereunder: (a) shall be payable on the next Business Day,
unless otherwise agreed by the Fund and the Custodian; and
(b) shall accrue interest from the date of the Overdraft to
the date of payment in full by the Fund at a rate agreed
upon in writing, from time to time, by the Custodian and
the Fund. The Custodian and the Fund acknowledge that the
purpose of such Overdraft is to temporarily finance the
purchase of Securities for prompt delivery in accordance
with the terms hereof, to meet unanticipated or unusual
redemption, to allow the settlement of foreign exchange
contracts or to meet other emergency expenses not
reasonably foreseeable by the Fund. The Custodian shall
promptly notify the Fund in writing (an "Overdraft Notice")
of any Overdraft by facsimile transmission or in such other
manner as the Fund and the Custodian may agree in writing.
To secure payment of any Overdraft, the Fund hereby grants
to the Custodian a continuing security interest in and
right of setoff against the Securities and cash in the
Fund's account from time to time in the full amount of such
Overdraft. Should the Fund fail to pay promptly any
amounts owed hereunder, the Custodian shall be entitled to
use available cash in the Fund's account and to liquidate
Securities in the account as is necessary to meet the
Fund's obligations under the Overdraft. In any such case,
and without limiting the foregoing, the Custodian shall be
entitled to take such other actions(s) or exercise such
other options, powers and rights as the Custodian now or
hereafter has as a secured creditor under the Massachusetts
Uniform Commercial Code or any other applicable law.
(j) Inspection of Books and Records. The books and
records of the Custodian shall be open to inspection and
audit at reasonable times by officers and auditors employed
by the Fund and by the appropriate employees of the
Securities and Exchange Commission.
The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the
Depository and with such reports on its own systems of
internal accounting control as the Fund may reasonably
request from time to time.
12. Term and Termination.
(a) This Agreement shall become effective on the date
first set forth above (the "Effective Date") and shall
continue in effect thereafter until such time as this
Agreement may be terminated in accordance with the
provisions hereof.
(b) Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in writing
specifying the date of such termination, which shall be not
less than 60 days after the date of receipt of such notice.
In the event such notice is given by the Fund, it shall be
accompanied by a certified vote of the Board of Directors
of the Fund, electing to terminate this Agreement and
designating a successor custodian or custodians, which
shall be a person qualified to so act under the 1940 Act.
In the event such notice is given by the
Custodian, the Fund shall, on or before the termination
date, deliver to the Custodian a certified vote of the
Board of 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 a person qualified to
so act under the 0000 Xxx. If the Fund fails to designate
a successor custodian, the Fund shall upon the date
specified in the notice of termination of this Agreement
and upon the delivery by the Custodian of all Securities
(other than Securities held in the Book-Entry System which
cannot be delivered to the Fund) and monies then owned by
the Fund, be deemed to be its own custodian and the
Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the
duty with respect to Securities held in the Book-Entry
System which cannot be delivered to the Fund.
(c) Upon the date set forth in such notice under
paragraph (b) of this Section 12, this Agreement shall
terminate to the extent specified in such notice, and the
Custodian shall upon receipt of a notice of acceptance by
the successor custodian on that date deliver directly to
the successor custodian all Securities and monies then held
by the Custodian on behalf of the Fund, after deducting all
fees, expenses and other amounts for the payment or
reimbursement of which it shall then be entitled.
13. Limitation of Liability.
The Fund and the Custodian agree that the
obligations of the Fund under this Agreement shall not be
binding upon any of the Directors, shareholders, nominees,
officers, employees or agents, whether past, present or
future, of the Fund, individually, but are binding only
upon the assets and property of the Fund, as provided in
the Articles of Incorporation. The execution and delivery
of this Agreement have been authorized by the Directors of
the Fund, and signed by an authorized officer of the Fund,
acting as such, and neither such authorization by such
Directors nor such execution and delivery by such officer
shall be deemed to have been made by any of them or any
shareholder of the Fund individually or to impose any
liability on any of them or any shareholder of the Fund
personally, but shall bind only the assets and property of
the Fund as provided in the Articles of Incorporation.
14. Miscellaneous.
(a) Annexed hereto as Appendix A is a certification
signed by the Secretary of the Fund setting forth the names
and the signatures of the present Authorized Persons. The
Fund agrees to furnish to the Custodian a new certification
in similar form in the event that any such present
Authorized Person ceases to be such an Authorized Person or
in the event that other or additional Authorized Persons
are elected or appointed. Until such new certification
shall be received, the Custodian shall be fully protected
in acting under the provisions of this Agreement upon Oral
Instructions or signatures of the present Authorized
Persons as set forth in the last delivered certification.
(b) Annexed hereto as Appendix B is a certification
signed by the Secretary of the Fund setting forth the names
and the signatures of the present officers of the Fund.
The Fund agrees to furnish to the Custodian a new
certification in similar form in the event any such present
officer ceases to be an officer of the Fund or in the event
that other or additional officers are elected or appointed.
Until such new certification shall be received, the
Custodian shall be fully protected in acting under the
provisions of this Agreement upon the signature of an
officer as set forth in the last delivered certification.
(c) Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at
Xxx Xxxxxx 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 offices at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as
the Fund may from time to time designate in writing.
(e) This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties with the same formality as this Agreement, (i)
authorized, or ratified and approved by a vote of the Board
of Directors of the Fund, including a majority of the
members of the Board of Directors of the Fund who are not
"interested persons" of the Fund (as defined in the 1940
Act), or (ii) authorized, or ratified and approved by such
other procedures as may be permitted or required by the
1940 Act.
(f) This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective
successors and assigns; provided, however, that this
Agreement shall not be assignable by the Fund without the
written consent of the Custodian, or by the Custodian
without the written consent of the Fund authorized or
approved by a vote of the Board of Directors of the Fund.
Nothing in this Agreement shall give or be construed to
give or confer upon any third party any rights hereunder.
(g) The Fund represents that a copy of the Articles of
Incorporation is on file with the Secretary of the State of
Maryland.
(h) This Agreement shall be construed in accordance
with the laws of the Commonwealth of Massachusetts.
(i) The captions of the Agreement are included for
convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
(j) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original, but such counterparts shall, together, constitute
only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective
representatives duly authorized as of the day and year
first above written.
DREYFUS LIFE AND ANNUITY INDEX FUND,
INC.,
D/B/A DREYFUS STOCK INDEX FUND
By:
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
BOSTON SAFE DEPOSIT ANDTRUST COMPANY
By:
Name:
Title:
APPENDIX A
I, Xxxxxxxxx Xxxxxxx, the Assistant Secretary, of
Dreyfus Life and Annuity Index Fund, Inc., d/b/a Dreyfus
Stock Index Fund, a corporation organized under the laws of
the State of Maryland (the "Fund"), do hereby certify that:
The following individuals have been duly authorized as
Authorized Persons to give Oral Instructions and Written
Instructions on behalf of the Fund and the specimen
signatures set forth opposite their respective names are
their true and correct signatures:
Name Signature
Xxxxxx Xxxxxxx
Xxxxx Xxxxxxx
Xxxx Xxxxxxx ___________________________
Xxxxxxx Xxxxxxx
Xxxxxxxx Xxxxxx
Assistant Secretary
Dated:
APPENDIX B
DREYFUS LIFE AND ANNUITY INDEX FUND, INC.,
D/B/A DREYFUS STOCK INDEX FUND
I, Xxxxxxxxx Xxxxxxx, Vice President and Assistant
Secretary of Dreyfus Life and Annuity Index Fund, Inc.,
d/b/a Dreyfus Stock Index Fund, a corporation organized
and existing under the laws of the State of Maryland (the
"Fund"), do hereby certify that the only series of shares
of the Fund issued and/or authorized by the Fund as of
the date of this Custody Agreement are shares of Common
Stock, $.001 par value.
SCHEDULE A
BOSTON SAFE DEPOSIT AND TRUST COMPANY
CUSTODY FEE SCHEDULE
Please refer to correspondence from the Fund to Mellon
Equity Associates, Inc., dated November 13, 1995 regarding
fees.
SCHEDULE B
The Fund will pay to the Custodian as soon as
possible after the end of each month all out-of-
pocket expenses reasonably incurred in connection
with the assets of the Fund.
APPENDIX C
The following are designated publications for purposes
of Section 4(f)2:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
