CUSTODY AGREEMENT
Custody Agreement made as of February 8, 1990 between
DREYFUS STRATEGIC INVESTING, 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
l982-84 equals l00, as first published without seasonal adjustment
by the Bureau of Labor Statistics, the Department of Labor, without
regard to subsequent revisions or corrections by such Bureau.
10. "Covered Call Option" shall mean an exchange traded
option entitling the holder, upon timely exercise and payment of the
exercise price, as specified therein, to purchase from the writer
thereof the specified Securities (excluding Futures Contracts) which
are owned by the writer thereof and subject to appropriate
restrictions.
11. "Depository" shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and
Exchange Commission, its successor or successors and its nominee or
nominees, provided the Custodian has received a certified copy of a
resolution of the Fund's Trustees specifically approving deposits in
DTC. The term "Depository" shall further mean and include any other
person authorized to act as a depository under the Investment
Company Act of 1940, its successor or successors and its nominee or
nominees, specifically identified in a certified copy of a
resolution of the Fund's Trustees specifically approving deposits
therein by the Custodian.
12. "Earnings Credit" shall mean for any given day during
a calendar year the product of (a) the Federal Funds Rate for such
date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available same
day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as published
in Federal Reserve Statistical Release H.15 (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 Fund's Trustees 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 Fund's
Trustees 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
Fund's 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 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 l940, 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 Ap-
pendix C annexed hereto, which may be amended at any time by the
Custodian upon five business days' prior notification to the Fund;
(c) Present for payment and collect the amount payable
upon all Securities which may mature;
(d) Surrender Securities in temporary form for definitive
Securities;
(e) Execute, as Custodian, any necessary declarations or
certificates of ownership under the Federal Income Tax Laws or the
laws or regulations of any other taxing authority now or hereafter
in effect; and
(f) Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein deposited, for the
account of the Fund all rights and similar securities issued with
respect to any Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the
Custodian, directly or through the use of the Book-Entry System or
the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authorizations,
and any other instruments whereby the authority of the Fund as owner
of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in exchange
for other Securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, merger, consolidation or
recapitalization of any corporation, or the exercise of any
conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this Agreement
such certificates of deposit, interim receipts or other instruments
or documents as may be issued to it to evidence such delivery;
(d) Make such transfers or exchanges of the assets of the
Fund and take such other steps as shall be stated in said order to
be for the purpose of effectuating any duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount payable
upon Securities not described in preceding paragraph 5(b) of this
Article which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession of
any instrument or certificate representing any Futures Contract,
Option or Futures Contract Option until after it shall have
determined, or shall have received a Certificate from the Fund
stating, that any such instruments or certificates are available.
The Fund shall deliver to the Custodian such a Certificate no later
than the business day preceding the availability of any such
instrument or certificate. Prior to such availability, the
Custodian shall comply with Section 17(f) of the Investment Company
Act of 1940, as amended, in connection with the purchase, sale,
settlement, closing out or writing of Futures Contracts, Options or
Futures Contract Options by making payments or deliveries specified
in Certificates received by the Custodian in connection with any
such purchase, sale, writing, settlement or closing out upon its
receipt from a broker, dealer or futures commission merchant of a
statement or confirmation reasonably believed by the Custodian to be
in the form customarily used by brokers, dealers, or futures
commission merchants with respect to such Futures Contracts, Options
or Futures Contract Options, as the case may be, confirming that
such Security is held by such broker, dealer or futures commission
merchant, in book-entry form or otherwise, in the name of the
Custodian (or any nominee of the Custodian) as custodian for the
Fund, provided, however, that payments to or deliveries from the
Margin Account shall be made in accordance with the terms and
conditions of the Margin Account Agreement. Whenever any such
instruments or certificates are available, the Custodian shall,
notwithstanding any provision in this Agreement to the contrary,
make payment for any Futures Contract, Option or Futures Contract
Option for which such instruments or such certificates are available
only against the delivery to the Custodian of such instrument or
such certificate, and deliver any Futures Contract, Option or
Futures Contract Option for which such instruments or such
certificates are available only against receipt by the Custodian of
payment therefor. Any such instrument or certificate delivered to
the Custodian shall be held by the Custodian hereunder in accordance
with, and subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each purchase of
Securities which are not Money Market Securities, a Certificate, and
(ii) with respect to each purchase of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying
with respect to each such purchase: (a) the name of the issuer and
the title of the Securities; (b) the number of shares or the
principal amount purchased and accrued interest, if any; (c) the
date of purchase and settlement; (d) the purchase price per unit;
(e) the total amount payable upon such purchase; (f) the name of the
person from whom or the broker through whom the purchase was made,
and the name of the clearing broker, if any; and (g) the name of the
broker to which payment is to be made. The Custodian shall, upon
receipt of Securities purchased by or for the Fund, pay out of the
moneys held for the account of the Fund the total amount payable to
the person from whom, or the broker through whom, the purchase was
made, provided that the same conforms to the total amount payable as
set forth in such Certificate, Oral Instructions or Written
Instructions.
2. Promptly after each sale of Securities by the Fund,
other than a sale of any Option, Futures Contract, Futures Contract
Option or Reverse Repurchase Agreement, the Fund shall deliver to
the Custodian (i) with respect to each sale of Securities which are
not Money Market Securities, a Certificate, and (ii) with respect to
each sale of Money Market Securities, a Certificate, Oral
Instructions or Written Instructions, specifying with respect to
each such sale: (a) the name of the issuer and the title of the
Security; (b) the number of shares or principal amount sold, and
accrued interest, if any; (c) the date of sale; (d) the sale price
per unit; (e) the total amount payable to the Fund upon such sale;
(f) the name of the broker through whom or the person to whom the
sale was made, and the name of the clearing broker, if any; and
(g) the name of the broker to whom the Securities are to be
delivered. The Custodian shall deliver the Securities upon receipt
of the total amount payable to the Fund upon such sale, provided
that the same conforms to the total amount payable as set forth in
such Certificate, Oral Instructions or Written Instructions.
Subject to the foregoing, the Custodian may accept payment in such
form as shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing among
dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the Fund,
the Fund shall deliver to the Custodian a Certificate specifying
with respect to each Option purchased: (a) the type of Option (put
or call); (b) the name of the issuer and the title and number of
shares subject to such Option or, in the case of a Stock Index
Option, the stock index to which such Option relates and the number
of Stock Index Options purchased; (c) the expiration date; (d) the
exercise price; (e) the dates of purchase and settlement; (f) the
total amount payable by the Fund in connection with such purchase;
(g) the name of the Clearing Member through which such Option was
purchased; and (h) the name of the broker to whom payment is to be
made. The Custodian shall pay, upon receipt of a Clearing Member's
statement confirming the purchase of such Option held by such
Clearing Member for the account of the Custodian (or any duly
appointed and registered nominee of the Custodian) as custodian for
the Fund, out of moneys held for the account of the Fund, the total
amount payable upon such purchase to the Clearing Member through
whom the purchase was made, provided that the same conforms to the
total amount payable as set forth in such Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to each such
sale: (a) the type of Option (put or call); (b) the name of the
issuer and the title and number of shares subject to such Option or,
in the case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options sold; (c) the
date of sale; (d) the sale price; (e) the date of settlement;
(f) the total amount payable to the Fund upon such sale; and (g) the
name of the Clearing Member through which the sale was made. The
Custodian shall consent to the delivery of the Option sold by the
Clearing Member which previously supplied the confirmation described
in preceding paragraph 1 of this Article with respect to such Option
against payment to the Custodian of the total amount payable to the
Fund, provided that the same conforms to the total amount payable as
set forth in such Certificate.
3. Promptly after the exercise by the Fund of any Call
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Call Option: (a) the name of the issuer and the
title and number of shares subject to the Call Option; (b) the
expiration date; (c) the date of exercise and settlement; (d) the
exercise price per share; (e) the total amount to be paid by the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Call Option was exercised. The Custodian shall,
upon receipt of the Securities underlying the Call Option which was
exercised, pay out of the moneys held for the account of the Fund
the total amount payable to the Clearing Member through whom the
Call Option was exercised, provided that the same conforms to the
total amount payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Put Option: (a) the name of the issuer and the
title and number of shares subject to the Put Option; (b) the
expiration date; (c) the date of exercise and settlement; (d) the
exercise price per share; (e) the total amount to be paid to the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Put Option was exercised. The Custodian shall,
upon receipt of the amount payable upon the exercise of the Put
Option, deliver or direct the Depository to deliver the Securities,
provided the same conforms to the amount payable to the Fund as set
forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock
Index Option purchased by the Fund pursuant to paragraph 1 hereof,
the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Stock Index Option: (a) the type of Stock
Index Option (put or call); (b) the number of Options being
exercised; (c) the stock index to which such Option relates; (d) the
expiration date; (e) the exercise price; (f) the total amount to be
received by the Fund in connection with such exercise; and (g) the
Clearing Member from which such payment is to be received.
6. Whenever the Fund writes a Covered Call Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the name
of the issuer and the title and number of shares for which the
Covered Call Option was written and which underlie the same; (b) the
expiration date; (c) the exercise price; (d) the premium to be
received by the Fund; (e) the date such Covered Call Option was
written; and (f) the name of the Clearing Member through which the
premium is to be received. The Custodian shall deliver or cause to
be delivered, in exchange for receipt of the premium specified in
the Certificate with respect to such Covered Call Option, such
receipts as are required in accordance with the customs prevailing
among Clearing Members dealing in Covered Call Options and shall
impose, or direct the Depository to impose, upon the underlying
Securities specified in the Certificate such restrictions as may be
required by such receipts. Notwithstanding the foregoing, the
Custodian has the right, upon prior written notification to the
Fund, at any time to refuse to issue any receipts for Securities in
the possession of the Custodian and not deposited with the
Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund and
described in the preceding paragraph of this Article is exercised,
the Fund shall promptly deliver to the Custodian a Certificate
instructing the Custodian to deliver, or to direct the Depository to
deliver, the Securities subject to such Covered Call Option and
specifying: (a) the name of the issuer and the title and number of
shares subject to the Covered Call Option; (b) the Clearing Member
to whom the underlying Securities are to be delivered; and (c) the
total amount payable to the Fund upon such delivery. Upon the
return and/or cancellation of any receipts delivered pursuant to
paragraph 6 of this Article, the Custodian shall deliver, or direct
the Depository to deliver, the underlying Securities as specified in
the Certificate for the amount to be received as set forth in such
Certificate.
8. Whenever the Fund writes a Put Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with
respect to such Put Option: (a) the name of the issuer and the
title and number of shares for which the Put Option is written and
which underlie the same; (b) the expiration date; (c) the exercise
price; (d) the premium to be received by the Fund; (e) the date such
Put Option is written; (f) the name of the Clearing Member through
which the premium is to be received and to whom a Put Option
guarantee letter is to be delivered; (g) the amount of cash, and/or
the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; and (h) the amount of cash and/or the
amount and kind of Securities to be deposited into the Collateral
Account. The Custodian shall, after making the deposits into the
Collateral Account specified in the Certificate, 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 the broker
or futures commission merchant through which the sale was made. The
Custodian shall consent to the cancellation of the Futures Contract
Option being closed against payment to the Custodian of the total
amount payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the
Fund pursuant to paragraph 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
1. The Fund shall furnish to the Custodian a copy of the
resolution of the Trustees, certified by the Secretary or any
Assistant Secretary, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of payment
thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of that date and the total amount payable
to the Dividend Agent of the Fund on the payment date, or (ii)
authorizing the declaration of dividends and distributions on a
daily basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate setting forth
the date of the declaration of such dividend or distribution, the
date of payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total
amount payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such resolution,
Oral Instructions, Written Instructions or Certificate, as the case
may be, the Custodian shall pay out of the moneys held for the
account of the Fund the total amount payable to the Dividend Agent
of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF BENEFICIAL INTEREST
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price; and
(b) The amount of money to be received by the Custodian
for the sale of such Shares.
2. Upon receipt of such money from the Transfer Agent,
the Custodian shall credit such money to the account of the Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of the
Fund, all original issue or other taxes required to be paid by the
Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to the
Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer Agent
for redemption and that such Shares are valid and in good form for
redemption, the Custodian shall make payment to the Transfer Agent
out of the moneys held for the account of the Fund of the total
amount specified in the Certificate issued pursuant to the foregoing
paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may from
time to time be offered by the Fund, the Custodian, unless otherwise
instructed by a Certificate, shall, upon receipt of an advice from
the Fund or its agent setting forth that the redemption is in good
form for redemption in accordance with the check redemption
procedure, honor the check presented as part of such check
redemption privilege out of the money held in the account of the
Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion advance
funds on behalf of the Fund which results in an overdraft because
the moneys held by the Custodian for the account of the Fund shall
be insufficient to pay the total amount payable upon a purchase of
Securities as set forth in a Certificate or Oral Instructions issued
pursuant to Article 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 l/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 Agreement
and 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 Agreement and
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 sub-section (b), the Fund is permitted to
transfer Earnings Credits only to The Dreyfus Corporation, its
affiliates and/or any investment company now or in the future
sponsored by The Dreyfus Corporation or any of its affiliates or for
which The Dreyfus Corporation or any of its affiliates acts as the
sole investment adviser or as the principal distributor, and Daiwa
Money Fund Inc. For purposes of this sub-section (b), a fiscal year
shall mean the twelve-month period commencing on the effective date
of this Agreement and on each anniversary thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by the
Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by the
Custodian pursuant to Article IV or XI hereof. The Fund agrees to
forward to the Custodian a Certificate or facsimile thereof,
confirming such Oral Instructions or Written Instructions in such
manner so that such Certificate or facsimile thereof is received by
the Custodian, whether by hand delivery, telex or otherwise, by the
close of business of the same day that such Oral Instructions or
Written Instructions are given to the Custodian. The Fund agrees
that the fact that such confirming instructions are not received by
the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized
by the Fund. The Fund agrees that the Custodian shall incur no
liability to the Fund in acting upon Oral Instructions given to the
Custodian hereunder concerning such transactions, provided such
instructions reasonably appear to have been received from an
Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance with
the terms and conditions of any Margin Account Agreement. Without
limiting the generality of the foregoing, the Custodian shall be
under no duty to inquire into, and shall not be liable for, the
accuracy of any statements or representations contained in any such
instrument or other notice including, without limitation, any
specification of any amount to be paid to a broker, dealer, futures
commission merchant or Clearing Member.
12. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property of the
Fund. Such books and records shall be prepared and maintained as
required by the Investment Company Act of 1940, as amended, and
other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have access to
such books and records during the Custodian's normal business hours.
Upon the reasonable request of the Fund, copies of any such books
and records shall be provided by the Custodian to the Fund or the
Fund's authorized representative at the Fund's expense.
13. The Custodian shall provide the Fund with any report
obtained by the Custodian on the system of internal accounting
control of the Book-Entry System or the Depository, or O.C.C., and
with such reports on its own systems of internal accounting control
as the Fund may reasonably request from time to time.
14. The Fund agrees to indemnify the Custodian against
and save the Custodian harmless from all liability, claims, losses
and demands whatsoever, including attorney's fees, howsoever arising
or incurred because of or in connection with the Custodian's payment
or non-payment of checks pursuant to paragraph 6 of Article XII as
part of any check redemption privilege program of the Fund, except
for any such liability, claim, loss and demand arising out of the
Custodian's own negligence or willful misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for payments
to be made and received by the Custodian in accordance with the
customs prevailing from time to time among brokers or dealers in
such Securities.
16. The Custodian shall have no duties or responsi-
bilities whatsoever except such duties and responsibilities as are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the Custodian.
ARTICLE XVI
TERMINATION
1. (a) Except as provided in subparagraphs (b), (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 Fund's
Trustees, 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 setting
forth the names 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, setting forth the names
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 Fund's Trustees.
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 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.
10. This Agreement shall not be effective on the date
hereof and instead shall become effective on February 15, 1990.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto
duly authorized, as of the day and year first above written.
DREYFUS STRATEGIC INVESTING
By:
Attest:
THE BANK OF NEW YORK
By:
Attest:
CUSTODY AGREEMENT
APPENDIX A
I, ______________, President and I, Xxxx X. Xxxxxx,
Secretary of GENERAL CALIFORNIA MUNICIPAL BOND FUND, INC. (the
"Fund"), do hereby certify that the following individuals have been
duly authorized by the Directors of the Fund in conformity with the
Fund's Articles of Incorporation and By-Laws to give Oral
Instructions and Written Instructions* on behalf of the Fund, and
the signatures set forth opposite their respective names are their
true and correct signatures:
Name Signature
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
_________________________
______________________ _____________________
Secretary President
* Two (2) signatures required.
** Custodian account for portfolio securities transactions
only.
AMENDED AND RESTATED CUSTODY AGREEMENT
APPENDIX B
I, _______________, President and I, Xxxx X. Xxxxxx,
Secretary of GENERAL CALIFORNIA MUNICIPAL BOND FUND, INC. (the
"Fund"), do hereby certify that the following individuals serve in
the following positions with the Fund and each individual has been
duly elected or appointed by the Directors of the Fund to each such
position and qualified therefor in conformity with the Fund's
Articles of Incorporation and By-Laws, and the signatures set forth
opposite their respective names are their true and correct
signatures:
Name Position Signature
President and __________________
Investment Officer
Vice President __________________
and Investment
Officer
Vice President __________________
and Investment
Officer
Vice President __________________
Treasurer __________________
Secretary __________________
Assistant Secretary __________________
Controller __________________
Secretary President
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.
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.
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
